EXHIBIT 10.1
EIGHTH AMENDMENT TO
NINTH AMENDED AND RESTATED
CREDIT AGREEMENT
This EIGHTH AMENDMENT dated as of June 2, 2009 (this "Eighth 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, GULF MARINE
FABRICATORS, L.P. (formerly G.M. FABRICATORS, L.P. and 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 extend the Facility
Termination Date under the Credit Agreement; 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
Eighth 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 "Applicable Margin" to read in its entirety as follows:
"Applicable Margin" means, with respect to Eurodollar Advances,
1.50% per annum.
3. 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, 2011 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.
4. The Credit Agreement is hereby amended by amending and restating
the provisions of Section 2.5 to read in its entirety as follows:
2.5. Commitment Fee; Reductions in Aggregate Commitment. The
Borrower agrees to pay to the Agent for the account of each Lender
according to its Pro Rata Share a commitment fee of 0.25% per
annum on the average daily Available Aggregate Commitment from the
date hereof to and including the Facility Termination Date,
payable on each Payment Date hereafter and on the Facility
Termination Date. The Borrower may permanently reduce the
Aggregate Commitment in whole, or in part ratably among the
Lenders in the minimum amount of $500,000 (and in multiples of
$100,000 if in excess thereof), upon at least five Business Days'
written notice to the Agent, which notice shall specify the amount
of any such reduction, provided, however, that the amount of the
Aggregate Commitment may not be reduced below the Aggregate
Outstanding Credit Exposure. All accrued commitment fees shall be
payable on the effective date of any termination of the
obligations of the Lenders to make Credit Extensions hereunder.
5. Except to the extent its provisions are specifically amended,
modified or superseded by this Eighth 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 Eighth 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.
6. Borrower and each Guarantor acknowledge and agree that this
Eighth 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 Eighth
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.
7. 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.
8. This Eighth Amendment may be executed in any number of
counterparts and all of such counterparts taken together shall be deemed to
constitute one and the same instrument.
9. THIS EIGHTH 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.
[Remaining page left blank; Signature pages follow]
IN WITNESS WHEREOF, the Borrower, the Guarantors, the Lenders, the LC
Issuer and the Agent have executed this Eighth Amendment as of the date first
above written.
BORROWER:
--------
GULF ISLAND FABRICATION, INC.
By: /s/ Kerry J. Chauvin
--------------------------------------
Kerry J. Chauvin, Chairman & 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
--------------------------------------
William G. Blanchard, President & CEO
Signature Page 1
GUARANTORS: (cont'd)
----------
GULF ISLAND MINDOC COMPANY, L.L.C.
By: /s/ Kerry J. Chauvin
--------------------------------------
Kerry J. Chauvin, Manager
GULF MARINE FABRICATORS, L.P.
(formerly G.M. FABRICATORS, L.P. and
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,
L.L.C.
(Formerly NEW VISION GENERAL PARTNER,
L.L.C.)
By: /s/ Kerry J. Chauvin
--------------------------------------
Kerry J. Chauvin, Manager
GULF MARINE FABRICATORS LIMITED PARTNER,
L.L.C.
(Formerly NEW VISION LIMITED PARTNER,
L.L.C.)
By: /s/ Kerry J. Chauvin
--------------------------------------
Kerry J. Chauvin, Manager
Signature Page 2
LENDERS:
-------
JPMORGAN CHASE BANK, N.A.,
Successor by merger to Bank One, NA,
Chicago,
Individually, as LC Issuer, and as Agent
By: /s/ Edward K. Bowdon
--------------------------------------
Edward K. Bowdon, Vice President
Commitment: $30,000,000.00
Signature Page 3
LENDERS: (cont'd)
-------
WHITNEY NATIONAL BANK
By: /s/ Josh J. Jones
--------------------------------------
Josh J. Jones
Area President South Central Region
Commitment: $30,000,000.00
Signature Page 4