<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>2
<FILENAME>a6362720ex10-1.txt
<DESCRIPTION>EXHIBIT 10.1
<TEXT>
                                                                    Exhibit 10.1

                               NINTH AMENDMENT TO
                           NINTH AMENDED AND RESTATED
                                CREDIT AGREEMENT

     This NINTH AMENDMENT dated as of July 15, 2010 (this "Ninth 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
Ninth 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, 2012 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.

<PAGE>

     3.  Except  to the extent its provisions are specifically amended, modified
or  superseded  by  this  Ninth  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  Ninth  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.

     4.  Borrower  and  each  Guarantor  acknowledge  and  agree that this Ninth
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 Ninth
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.

     5.  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.

     6.  This  Ninth 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.

     7.  THIS  NINTH  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]


                                       2
<PAGE>

     IN  WITNESS  WHEREOF,  the  Borrower,  the  Guarantors, the Lenders, the LC
Issuer  and  the  Agent  have executed this Ninth 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
<PAGE>

                             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

<PAGE>

                             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

<PAGE>

                             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
</TEXT>
</DOCUMENT>
