Exhibit 10.1
SEVENTH AMENDMENT TO
NINTH AMENDED AND RESTATED
CREDIT AGREEMENT
This SEVENTH AMENDMENT dated as of August 6, 2008 (this "Seventh
Amendment"), to that certain NINTH AMENDED AND RESTATED CREDIT AGREEMENT, as
amended (as so amended, the "Credit Agreement"), dated as of December 31, 2003,
is among GULF ISLAND FABRICATION, INC., a Louisiana corporation ("Borrower"),
GULF ISLAND, L.L.C., a Louisiana limited liability company, DOLPHIN SERVICES,
L.L.C., a Louisiana limited liability company and successor by merger to Dolphin
Services, Inc., SOUTHPORT, L.L.C., a Louisiana limited liability company and
successor by merger to Southport, Inc., GULF ISLAND MINDOC COMPANY, L.L.C.
(formerly Vanguard Ocean Services, L.L.C.), a Louisiana limited liability
company, G. M. FABRICATORS, L.P. (formerly NEW VISION L.P.), a Texas limited
Partnership, GULF MARINE FABRICATORS GENERAL PARTNER, L.L.C., (formerly NEW
VISION GENERAL PARTNER, L.L.C.), a Louisiana limited liability company, and GULF
MARINE FABRICATORS LIMITED PARTNER, L.L.C. (formerly NEW VISION LIMITED PARTNER,
L.L.C.), a Louisiana limited liability company, as Guarantors, WHITNEY NATIONAL
BANK, a national banking association ("Whitney") and JPMORGAN CHASE BANK, N.A.
(successor by merger to BANK ONE, N.A., Chicago) in its individual capacity
("JPMorgan") (Whitney and JPMorgan, each a "Lender" and collectively the
"Lenders") and JPMorgan, as Agent and LC Issuer.
WHEREAS, the Borrower has requested that the Lenders to extend the Facility
Termination Date under the Credit Agreement and to increase the Aggregate
Commitment; and
WHEREAS, the Lenders are agreeable thereto, on the terms and conditions set
forth herein;
NOW, THEREFORE, the parties hereto do hereby amend the Credit Agreement,
all on the terms and conditions hereof and do hereby agree as follows:
1. Unless otherwise defined herein, all defined terms used in this
Seventh Amendment shall have the same meaning ascribed to such terms in the
Credit Agreement.
2. The Credit Agreement is hereby amended by amending and restating the
definition of "Facility Termination Date" to read in its entirety as
follows:
"Facility Termination Date" means December 31, 2010 or any later date
as may be specified as the Facility Termination Date in any amendment
to this Agreement or any earlier date on which the Aggregate Commitment
is reduced to zero or otherwise terminated pursuant to the terms
hereof.
3. The Credit Agreement is hereby amended by adding a definition of
"Financial Facility LC" in Article I (Definitions) in proper alpha order,
reading as follows:
"Financial Facility LC" means a Facility LC issued for the account of
Borrower or any Guarantor for the purpose of insuring the performance
of a contractual obligation to pay a sum of money, together with any
Facility LC with a similar purpose as determined by Agent in its
reasonable discretion from time to time.
4. The Credit Agreement is hereby amended by amending and restating the
provisions of Section 2.19.1 to read in its entirety as follows:
2.19.1. Issuance. The LC Issuer hereby agrees, on the terms and
conditions set forth in this Agreement, to issue standby letters of
credit (each, a "Facility LC") and to renew, extend, increase, decrease
or otherwise modify each Facility LC ("Modify," and each such action a
"Modification"), from time to time from and including the date of this
Agreement and prior to the Facility Termination Date upon the request
of the Borrower for the account of the Borrower or any Subsidiary other
than an Excluded Subsidiary; provided that immediately after each such
Facility LC is issued or Modified (x) the Aggregate Outstanding Credit
Exposure shall not exceed the Aggregate Commitment, and (y) the
aggregate undrawn stated amount under all Financial Facility LCs
outstanding at such time plus the aggregate unpaid amount at such time
of all Reimbursement Obligations of all Financial Facility LCs shall
not exceed FIVE MILLION AND NO/100 DOLLARS ($5,000,000.00). No Facility
LC shall have an expiry date later than eighteen months after to the
Facility Termination Date.
5. The Credit Agreement is hereby amended by amending and restating the
provisions of Section 6.22.1 and 6.22.2 to read in their entirety as
follows:
6.22.1. Current Ratio The Borrower shall maintain a Consolidated
Current Ratio of 1.25 to 1.00 or greater.
6.22.2. Minimum Net Worth. The Borrower will at all times maintain
Consolidated Net Worth of not less than the sum of (i) $200,000,000.00,
plus (ii) 50% of Consolidated Net Income earned in each fiscal quarter
beginning with the quarter ending March 31, 2008 (without deduction for
losses), plus (iii) 100% of all net proceeds of any issuance of stock
or other equity after deduction of any fees, commissions, expenses and
other costs incurred in such offering.
6. The Credit Agreement is hereby amended by increasing the Commitment
of each Lender to the amount set forth below its signature to this Seventh
Amendment.
7. In order to reflect the increased Commitment of each Lender,
Borrower has executed and delivered its Note to each Lender, in the forms
of Exhibits A and B hereto.
8. Except to the extent its provisions are specifically amended,
modified or superseded by this Seventh Amendment, the representations,
warranties and affirmative and negative covenants of the Borrower contained
in the Credit Agreement are incorporated herein by reference for all
purposes as if copied herein in full. The Borrower hereby restates and
reaffirms each and every term and provision of the Credit Agreement, as
amended, including, without limitation, all representations, warranties and
affirmative and negative covenants. Except to the extent its provisions are
specifically amended, modified or superseded by this Seventh Amendment, the
Credit Agreement, as amended, and all terms and provisions thereof shall
remain in full force and effect, and the same in all respects are confirmed
and approved by the parties hereto.
9. Borrower and each Guarantor acknowledge and agree that this Seventh
Amendment shall not be considered a novation or a new contract. Borrower
and each Guarantor acknowledge that all existing rights, titles, powers,
Liens, security interests and estates in favor of the Lenders constitute
valid and existing obligations and Liens and security interests as against
the Collateral in favor of the Agent for the benefit of the Lenders.
Borrower and each Guarantor confirm and agree that (a) neither the
execution of this Seventh Amendment nor the consummation of the
transactions described herein shall in any way effect, impair or limit the
covenants, liabilities, obligations and duties of the Borrower and each
Guarantor under the Loan Documents, and (b) the obligations evidenced and
secured by the Loan Documents continue in full force and effect. Each
Guarantor hereby further confirms that it unconditionally guarantees to the
extent set forth in the Guaranty the due and punctual payment and
performance of any and all amounts and obligations owed the Borrower under
the Credit Agreement or the other Loan Documents, including, but not
limited to, the increased Commitments of each Lender as set forth in this
Seventh Amendment.
10. Borrower and each Guarantor that has executed or is executing any
mortgage, security agreement, pledge, or other security device as security
for the obligations under the Credit Agreement hereby acknowledges and
affirms that such security remains in effect for the Obligations. Further,
Borrower and each Guarantor agree to execute such amendments,
modifications, and additions as may be requested by Agent from time to
time.
11. This Seventh Amendment may be executed in any number of
counterparts and all of such counterparts taken together shaft be deemed to
constitute one and the same instrument.
12. THIS SEVENTH AMENDMENT AND THE LOAN DOCUMENTS (OTHER THAN THOSE
CONTAINING A CONTRARY EXPRESS CHOICE OF LAW PROVISION) SHALL BE CONSTRUED
IN ACCORDANCE WITH THE INTERNAL LAWS OF LOUISIANA, BUT GIVING EFFECT TO
FEDERAL LAWS APPLICABLE TO NATIONAL BANKS.
IN WITNESS WHEREOF, the Borrower, the Guarantors, the Lenders, the LC
Issuer and the Agent have executed this Seventh Amendment as of the date first
above written.
BORROWER:
GULF ISLAND FABRICATION, INC.
By: /s/ Kerry J. Chauvin
------------------------------------
Kerry J. Chauvin, President & CEO
GUARANTORS:
GULF ISLAND, L.L.C.
By: /s/ William G. Blanchard
------------------------------------
William G. Blanchard, President & CEO
DOLPHIN SERVICES, L.L.C.,
successor by merger to Dolphin Services, Inc.
By: /s/ William J. Fromenthal
------------------------------------
William J. Fromenthal, President & CEO
SOUTHPORT, L.L.C.
By: /s/ William G. Blanchard
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William G. Blanchard, President & CEO
GUARANTORS: (cont'd)
GULF ISLAND MINDOC COMPANY, L.L.C.
By: /s/ Kerry J. Chauvin
-----------------------------------------
Kerry J. Chauvin, Manager
G. M. FABRICATORS, L.P.
(formerly NEW VISION, L.P.)
By: Gulf Marine Fabricators General Partner,
L.L.C.
By: /s/ Kerry J. Chauvin
-----------------------------------------
Kerry J. Chauvin, Manager
GULF MARINE FABRICATORS GENERAL PARTNER, LLC
(Formerly NEW VISION GENERAL PARTNER, L.L.C.)
By: /s/ Kerry J. Chauvin
-----------------------------------------
Kerry J. Chauvin, Manager
GULF MARINE FABRICATORS LIMITED
PARTNER, LLC
(Formerly NEW VISION LIMITED PARTNER, L.L.C.)
By: /s/ Kerry J. Chauvin
-----------------------------------------
Kerry J. Chauvin, Manager
LENDERS:
JPMORGAN CHASE BANK, N.A.,
Successor by merger to Bank One, NA, Chicago
Individually, as LC Issuer, and as Agent
By: /s/ J. Charles Freel
-----------------------------------------
J. Charles Freel, Senior Vice President
Commitment: $30,000,000.00
LENDERS: (cont'd)
WHITNEY NATIONAL BANK
By: /s/ Josh J. Jones
-----------------------------------------
Josh J. Jones, Assistant Vice President
Commitment: $30,000,000.00