exv10w20



 




EXHIBIT 10.20



FIFTH AMENDMENT



TO




CREDIT AGREEMENT



     
THIS FIFTH AMENDMENT TO CREDIT AGREEMENT dated as
of December 9, 2003 (the “Fifth Amendment”
or this “Amendment”) is among KIRBY
CORPORATION, a Nevada corporation (the
“Borrower”), the banks named on the signature
pages hereto (the “Banks”), JPMORGAN CHASE
BANK, (formerly known as The Chase Manhattan Bank, successor
by merger to Chase Bank of Texas, N.A., formerly known as Texas
Commerce Bank National Association), as Funds Administrator (the
“Funds Administrator”) and as Administrative
Agent (the “Agent”), BANK OF AMERICA,
N.A., as Syndication Agent and WELLS FARGO BANK, N.A.
as Documentation Agent. J.P. Morgan Securities Inc. and
Banc of America Securities LLC, although not parties hereto, act
as Co-Lead Arrangers and Joint Bookrunners for the Existing
Credit Agreement (as hereinafter defined).






PRELIMINARY STATEMENT


     
Pursuant to that certain Credit Agreement dated
as of September 19, 1997, among the Borrower, the banks
named therein, the Agent as the Funds Administrator and the
Agent, the parties named therein as Banks made a revolving
credit facility available to the Borrower upon the terms and
conditions set forth therein. Said Credit Agreement was amended
by that certain First Amendment to Credit Agreement dated as of
January 30, 1998, that certain Second Amendment to Credit
Agreement dated November 30, 1998, that certain Third
Amendment to Credit Agreement dated November 5, 2001, and
that certain Fourth Amendment to Credit Agreement dated
January 31, 2003, all of said Amendments among the
Borrower, the Banks named therein, the Agent, the Funds
Administrator and the other parties named therein as syndication
agent or documentation agent (said parties, in such capacities,
together with the Agent, the “Agents”). Said Credit
Agreement as amended by said Amendments and as further amended
from time to time is herein referred to as the “Existing
Credit Agreement”.



     
The Borrower has now requested that certain
provisions of the Existing Credit Agreement be further amended,
and the Banks, the Agent, the Funds Administrator and the other
parties named therein as syndication agent or documentation
agent have agreed to amend such provisions to the extent and in
the manner set forth herein.



     
Accordingly, in consideration of the foregoing
and the mutual covenants set forth herein, the parties hereto
agree as follows:






ARTICLE I




DEFINITIONS



     
SECTION 1.01     Defined
Terms. All capitalized terms defined in the Existing Credit
Agreement, and not otherwise defined herein shall have the same
meanings herein as in the Existing Credit Agreement. Upon the
effectiveness of this Amendment, each reference (a) in the
Existing Credit Agreement to “this Agreement,”
“hereunder,” “herein” or words of like
import shall mean and be a reference to the Existing Credit
Agreement, as amended hereby, (b) in the Notes and the
other Loan Documents to the Existing Credit Agreement shall mean
and be a reference to the Existing Credit Agreement, as amended
hereby, and (c) in the Loan Documents to any term
defined by reference to the Existing Credit Agreement shall mean
and be a reference to such term as defined in the Existing
Credit Agreement, as amended hereby.



     
SECTION 1.02     References,
Etc. The words “hereof,” “herein” and
“hereunder” and words of similar import when used in
this Amendment shall refer to this Amendment as a whole and not
to any particular provision of this Amendment. In this
Amendment, unless a clear contrary intention appears the word
“including” (and with correlative meaning
“include”) means including, without limiting the
generality of any description preceding such term. No provision
of this Amendment shall be interpreted or constructed against
any Person solely because that Person or its legal
representative drafted such provision.








 




ARTICLE II




AMENDMENTS TO EXISTING CREDIT AGREEMENT



     
SECTION 2.01     New
Section 2.16. A new Section 2.16 is hereby
added to the Existing Credit Agreement to read as follows:



     
“SECTION 2.16     Increase
of Commitments. (a) If no Default, Event of Default or
Material Adverse Effect shall have occurred and be continuing,
the Borrower may at any time and from time to time request an
increase of the aggregate Commitments by notice to the Agent in
writing, in a form reasonably satisfactory to the Agent, of the
amount of such proposed increase (such notice, a
“Commitment Increase Notice”); provided,
however, that (i) each such increase shall be at least
$5,000,000, (ii) the cumulative increase in Commitments
pursuant to this Section 2.16 shall not exceed
$75,000,000, (iii) the Commitment of any Bank may not be
increased without such Bank’s consent, and (iv) the
aggregate amount of the Banks’ Commitments shall not exceed
$225,000,000 without the approval of the Majority Banks. Any
such Commitment Increase Notice must offer each Bank the
opportunity to subscribe for its pro rata share of the increased
Commitment. If any portion of the increased Commitment is not
subscribed for by such Banks, the Borrower may, in its sole
discretion, but with the consent of the Agent as to any Person
that is not at such time a Bank (which consent shall not be
unreasonably withheld or delayed), offer to any existing Bank or
to one or more additional banks or financial institutions the
opportunity to participate in all or a portion of such
unsubscribed portion of the increased Commitments pursuant to
paragraph (b) or (c) below, as applicable.



     
(b) Any additional bank or financial
institution that the Borrower selects to offer participation in
the increased Commitment shall become a party to this Agreement
by executing and delivering to the Agent a New Bank Agreement
setting forth its Commitment, whereupon such bank or financial
institution (a “New Bank”) shall become a Bank
for all purposes and to the same extent as if originally a party
hereto and shall be bound by and entitled to the benefits of
this Agreement, and the signature pages hereof shall be deemed
to be amended to add the name of such New Bank and the
definition of Commitment in Annex A of the Credit Agreement
hereof shall be deemed amended to increase the aggregate
Commitments of the Banks by the Commitment of such New Bank,
provided that the Commitment of any New Bank shall be an
amount not less than $5,000,000.



     
(c) Any Bank that accepts an offer to it by
the Borrower to increase its Commitment pursuant to this
Section 2.16 shall, in each case, execute a
Commitment Increase Agreement with the Borrower and the Agent,
whereupon such Bank shall be bound by and entitled to the
benefits of this Agreement with respect to the full amount of
its Commitment as so increased, and the definition of Commitment
in Annex A hereof shall be deemed to be amended to
reflect such increase.



     
(d) The effectiveness of any New Bank
Agreement or Commitment Increase Agreement shall be contingent
upon receipt by the Agent of such corporate resolutions of the
Borrower and legal opinions of counsel to the Borrower as the
Agent shall reasonably request with respect thereto, in each
case in form and substance reasonably satisfactory to the Agent.



     
(e) If any bank or financial institution
becomes a New Bank pursuant to Section 2.16(b) or
any Bank’s Commitment is increased pursuant to
Section 2.16(c), additional Loans made on or after
the effectiveness thereof (the “Re-Allocation
Date”) shall be made pro rata based on their respective
Commitments in effect on or after such Re-Allocation Date
(except to the extent that any such pro rata borrowings would
result in any Bank making an aggregate principal amount of Loans
in excess of its Commitment, in which case such excess amount
will be allocated to, and made by, such New Bank and/or Banks
with such increased Commitments to the extent of, and pro rata
based on, their respective Commitments), and continuations of
Loans outstanding on such Re-Allocation Date shall be effected
by repayment of such Loans on the last day of the Interest
Period applicable thereto and the making of new Loans of the
same Type pro rata based on the respective Commitments in effect
on and after such Re-Allocation Date.



     
(f) If on any Re-Allocation Date there is an
unpaid principal amount of Fixed Rate Loans or Prime Rate Loans,
(i) any such Prime Rate Loans shall be reallocated
immediately among the Banks (including any New Banks and any
Banks that have executed a Commitment Increase Agreement) so
that all Borrowing and Loans that are outstanding are pro rated
based on each Bank’s Commitment, after giving effect to the
Re-Allocation Date, and (ii) any such Fixed Rate Loans
shall remain outstanding with the respective holders








 




thereof until the expiration of their respective
Interest Periods (unless the Borrower elects to prepay any
thereof in accordance with the applicable provisions of this
Agreement), and interest on and repayments of all Loans will be
paid thereon to the respective Banks holding same pro rata based
on the respective principal amounts thereof outstanding.”




     
SECTION 2.02     Amendment
to Section 6.01(c). Section 6.01(c) is hereby
deleted and the following substituted therefor:



     
(c) Minimum Net Worth. Permit Net
Worth, measured as of the last day of any calendar quarter, to
be less than the sum of (i) $250,000,000, plus
(ii) (A) a cumulative amount (calculated as of the end
of the most recently completed fiscal year as of the time of the
calculation) equal to fifty percent (50%), if positive, zero
percent (0%), if negative, of Net Income for each full fiscal
year after the date of the Fifth Amendment during the term of
this Agreement, commencing with the year 2004, and (B) 100%
of the net cash proceeds from the issuance and sale, other than
to a Subsidiary of Borrower, of any of Borrower’s capital
stock after the date of the Fifth Amendment, minus
(iii) the actual amount paid by the Borrower, up to a
maximum of $25,000,000, for the repurchase of its capital stock
after the date of the Fifth Amendment.



     
SECTION 2.03     Amendment
to Article VIII and Addition of New Section 8.11.
Article VIII is hereby retitled to be called “The
Agents and the Funds Administrator”. A new
Section 8.11 is hereby added to the Credit Agreement
to read as follows:




		
	 	     
    “SECTION 8.11     Duties
    of Syndication Agent and Documentation Agent. The
    Syndication Agent and the Document Agent shall have no duties
    under this Agreement other than those of a Bank.”
    




     
SECTION 2.04     Definitions.
(a) The following definitions are hereby deleted and the
following substituted therefor:




		
	 	     
    (i) “Termination Date”
    means December 9, 2007, or the earlier termination in whole
    of the Commitments pursuant to Sections 2.04 or
    7.01.
    
	 
	 	     
    (ii) “Commitment” means as
    to any Bank, the amount of such Bank’s Commitment set forth
    on Schedule 2.01 (as revised in the Fifth
    Amendment), as the same may be increased pursuant to
    Section 2.16 or reduced or terminated pursuant to
    Sections 2.04 or 7.01.”
    




     
(b) The following additional definitions are
hereby added to Annex A:




		
	 	     
    (i) “Commitment Increase
    Agreement” means an Agreement, substantially in the
    form of Exhibit A to the Fifth Amendment, executed
    by a Bank that has increased its Commitment pursuant to
    Section 2.16 hereof.
    
	 
	 	     
    (ii) “Commitment Increase
    Notice” has the meaning specified in
    Section 2.16(a).
    
	 
	 	     
    (iii) “New Bank” has the
    meaning specified in Section 2.16(b).
    
	 
	 	     
    (iv) “New Bank Agreement”
    means an agreement, substantially in the form of
    Exhibit B to the Fifth Amendment, executed by any
    Person who becomes a new Bank pursuant to
    Section 2.16(b).
    
	 
	 	     
    (v) “Re-Allocation Date”
    has the meaning specified in Section 2.16(e).
    





ARTICLE III




CONDITIONS TO EFFECTIVENESS



     
SECTION 3.01     Conditions
to Effectiveness. This Amendment shall become effective upon
receipt by the Agent on the date of such receipt (the
“Effective Date”) of the following, each in
form and substance reasonably satisfactory to the Agent and in
such number of counterparts as may be reasonably requested by
the Agent:




		
	 	     
    (a) this Amendment duly executed by the
    Borrower and each of the Banks;
    
	 
	 	     
    (b) to the extent requested, notes for each
    Bank evidencing any new or increased Commitment of said Bank
    upon entry of new Banks into the Existing Credit Agreement or an
    increase in the Commitments pursuant to Section 2.16;
    









 




		
	 	     
    (c) a certificate of the secretary or an
    assistant secretary of the Borrower certifying (i) true and
    correct copies of resolutions adopted by the Board of Directors
    of the Borrower (A) authorizing the execution, delivery and
    performance by the Borrower of this Amendment, and
    (B) authorizing officers of the Borrower to execute and
    deliver this Amendment, and (ii) the incumbency and
    specimen signatures of the officers of the Borrower executing
    this Amendment or any other document on behalf of the Borrower;
    
	 
	 	     
    (d) certificates of appropriate public
    officials as to the existence, good standing and/or authority to
    do business of the Borrower and Kirby Inland Marine, LP, in the
    state of the respective incorporation of each and in
    Texas; and
    
	 
	 	     
    (e) the Borrower having paid to the
    Administrative Agent all fees, costs and expenses due in
    connection herewith.
    





ARTICLE IV




REPRESENTATIONS AND WARRANTIES



     
In order to induce the Bank Group to enter into
this Amendment, the Borrower hereby represents and warrants to
the Bank Group as follows:



     
SECTION 4.01     Existing
Credit Agreement. After giving effect to the execution and
delivery of this Amendment and the consummation of the
transactions contemplated hereby, and with this Amendment
constituting one of the Loan Documents, the representations and
warranties set forth in Article IV of the Existing Credit
Agreement are true and correct on the date hereof as though made
on and as of such date.



     
SECTION 4.02     No
Default. After giving effect to the execution and delivery
of this Amendment and the consummation of the transactions
contemplated hereby, no Default or Event of Default has occurred
and is continuing as of the date hereof.




ARTICLE V




BANKS, AGENTS AND COMMITMENTS



     
SECTION 5.01     Banks,
Agents and Commitments. Upon execution of the Fifth
Amendment, (i) only the Banks listed on the revised
Schedule 2.01 thereto will be Banks with rights and
obligations under the Credit Agreement, and (ii) the
Commitment of each Bank shall be as shown on said
Schedule 2.01. The Company has, this date, executed
new Notes to each Bank in the amount of its commitment as shown
on said Schedule 2.01, which, in the case of any
Bank previously holding a Note under the Credit Agreement, will
supercede and substitute for said prior Note. Any Person
previously a Bank under the Credit Agreement but not listed on
Schedule 2.01 is released as a Bank and agrees that
it has no further rights under the Credit Agreement. Any Person
listed as a Bank on Schedule 2.01 that was not
previously a Bank, by its execution of this Fifth Amendment,
hereby accepts the duties of a Bank hereunder and the Agent, the
Banks and the Borrower acknowledge said Persons as parties to
the Credit Agreement with all of the rights and duties of a Bank
thereunder. HSH Nordbank AG, successor by merger to Landesbank
Schleswig-Holstein Girozentrale, Wachovia Bank, National
Association, f/k/a/ First Union National Bank, and Mizuho
Corporate Bank Ltd., f/k/a The Industrial Bank of Japan, Ltd.,
each execute this Amendment for the sole purpose of
acknowledging that they are no longer Banks under the Credit
Agreement as of the date hereof.




ARTICLE VI




MISCELLANEOUS



     
SECTION 6.01     Affirmation
of Loan Documents. The Borrower hereby acknowledges and
agrees that all of its obligations under the Existing Credit
Agreement, as amended hereby, and the other Loan Documents shall
remain in full force and effect following the execution and
delivery of this Amendment, and such obligations are hereby
affirmed, ratified and confirmed by the Borrower.








 



     
SECTION 6.02     Costs
and Expenses. The Borrower agrees to pay on demand all
reasonable costs and expenses incurred by the Agent and the
Funds Administrator in connection with the preparation,
execution, delivery, filing, administration and recording of
this Amendment and any other agreements delivered in connection
with or pursuant to this Amendment, including, without
limitation, the reasonable fees and out-of-pocket expenses of
Andrews Kurth LLP, special counsel to the Agent.



     
SECTION 6.03     Successors
and Assigns. This Amendment shall be binding upon and inure
to the benefit of the Borrower and the Bank Group and their
respective successors and assigns.



     
SECTION 6.04     Captions.
The captions in this Amendment have been inserted for
convenience only and shall be given no substantive meaning or
significance whatsoever in construing the terms and provisions
of this Amendment.



     
SECTION 6.05     Counterparts.
This Amendment may be executed in any number of counterparts and
by different parties hereto in separate counterparts, each of
which when so executed and delivered either in original,
facsimile or electronic form, shall be deemed to be an original
but all of which taken together shall constitute but one and the
same instrument.



     
SECTION 6.06     Release.
To the maximum extent allowed, or not prohibited, by applicable
law, each of the Borrower and each Guarantor does hereby release
and forever discharge the Agent and each of the Banks and each
affiliate thereof and each of their respective employees,
officers, directors, trustees, agents, attorneys, successors,
assigns or other representatives from any and all claims,
demands, damages, actions, cross-actions, causes of action,
costs and expenses (including legal expenses), of any kind or
nature whatsoever, whether based on law or equity, which any of
said parties has held or may now or in the future own or hold,
whether known or unknown, for or because of any matter or thing
done, omitted or suffered to be done on or before the actual
date upon which this Amendment is signed by any of such parties
(a) arising directly or indirectly out of the
Loan Documents, or any other documents, instruments or any
other transactions relating thereto and/or (b) relating
directly or indirectly to all transactions by and between the
Borrower, its Subsidiaries, or their representatives and the
Agent and each Bank or any of their respective directors,
officers, agents, employees, attorneys or other representatives.
Such release, acquittal and discharge shall and does include,
without limitation, any claims of usury, fraud, duress,
misrepresentation, lender liability, control, exercise of
remedies and all similar items and claims, which may, or could
be, asserted by the Borrower or the Guarantors. Such release
shall include a release of items, whether or not liability is
strictly imposed by statute and whether or not caused by the
negligence of the party so released, unless caused by the gross
negligence or willful misconduct of said party.



     
SECTION 6.07     Governing
Law. This Amendment shall be governed by, and construed in
accordance with, the laws of the State of Texas.



     
SECTION 6.08     FINAL
AGREEMENT OF THE PARTIES. THE EXISTING CREDIT AGREEMENT
(INCLUDING THE EXHIBITS THERETO), AS AMENDED BY THIS AMENDMENT,
THE NOTES AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL
AGREEMENT AMONG THE PARTIES AND MAY NOT BE CONTRADICTED BY
EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS
OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE
PARTIES.








 



     
IN WITNESS WHEREOF, the parties hereto have
caused this Amendment to be executed by their respective
officers thereunto duly authorized as of the date first above
written.




BORROWER



		
	 	
    KIRBY CORPORATION
    





			
	 	By: 	




		
	 	
    

	 	
    Name:        Norman
    W. Nolen
    



			
	 	Title:	
    Executive Vice President, Treasurer
    



		
	 	
    and Chief Financial Officer
    





BANKS



		
	 	
    JPMORGAN CHASE BANK (formerly known as The Chase
    Manhattan Bank, successor by merger to Chase Bank of Texas,
    N.A., formerly known as Texas Commerce Bank National
    Association), as Funds Administrator, as Agent, and individually
    as one of the Banks
    
	 
	 	
    By: 
	 	
    

	 	
    Name: 
	 	
    

	 	
    Title: 
	 	
    

	 
	 	
    WELLS FARGO BANK, N.A., as Documentation Agent
    and individually as one of the Banks
    
	 
	 	
    By: 
	 	
    

	 	
    Name: 
	 	
    

	 	
    Title: 
	 	
    










 




		
	 	
    BANK OF AMERICA, N.A., as Syndication Agent and
    individually as one of the Banks
    
	 
	 	
    By: 
	 	
    

	 	
    Name: 
	 	
    

	 	
    Title: 
	 	
    

	 
	 	
    BANK ONE, NA
    
	 
	 	
    By: 
	 	
    

	 	
    Name: 
	 	
    

	 	
    Title: 
	 	
    

	 
	 	
    THE BANK OF TOKYO-MITSUBISHI, LTD.
    
	 
	 	
    By: 
	 	
    

	 	
    Name: 
	 	
    

	 	
    Title: 
	 	
    

	 
	 	
    FLEET NATIONAL BANK
    
	 
	 	
    By: 
	 	
    

	 	
    Name: 
	 	
    

	 	
    Title: 
	 	
    

	 
	 	
    DEN NORSKE BANK
    
	 
	 	
    By: 
	 	
    

	 	
    Name: 
	 	
    

	 	
    Title: 
	 	
    










 




		
	 	
    BNP PARIBAS
    
	 
	 	
    By: 
	 	
    

	 	
    Name: 
	 	
    

	 	
    Title: 
	 	
    

	 
	 	
    COMERICA BANK
    
	 
	 	
    By: 
	 	
    

	 	
    Name: 
	 	
    

	 	
    Title: 
	 	
    

	 
	 	
    THE NORTHERN TRUST COMPANY
    
	 
	 	
    By: 
	 	
    

	 	
    Name: 
	 	
    

	 	
    Title: 
	 	
    

	 
	 	
    SOUTHWEST BANK OF TEXAS, N.A.
    
	 
	 	
    By: 
	 	
    

	 	
    Name: 
	 	
    

	 	
    Title: 
	 	
    

	 
	 	
    HIBERNIA NATIONAL BANK
    
	 
	 	
    By: 
	 	
    

	 	
    Name: 
	 	
    

	 	
    Title: 
	 	
    










 




		
	 	
    MIZUHO CORPORATE BANK, LTD.
    
	 	
    f/k/a The Industrial Bank of Japan, Ltd.
    
	 
	 	
    By: 
	 	
    

	 	
    Name: 
	 	
    

	 	
    Title: 
	 	
    

	 
	 	
    HSH NORDBANK AG, successor by merger
    
	 	
    to LANDESBANK SCHLESWIG-HOLSTEIN
    
	 	
    GIROZENTRALE
    
	 
	 	
    By: 
	 	
    

	 	
    Name: 
	 	
    

	 	
    Title: 
	 	
    

	 
	 	
    WACHOVIA BANK NATIONAL ASSOCIATION, formerly
    known as FIRST UNION NATIONAL BANK, as successor to CoreStates
    Bank, N.A.
    
	 
	 	
    By: 
	 	
    

	 	
    Name: 
	 	
    

	 	
    Title: 
	 	
    










 




SCHEDULE 2.01



ALLOCATION AND LENDER NAMES



	 	 	 	 	 	 	 
	
    
     1.

    	 	
    JPMorgan Chase Bank	 	 	 	 
	 	 	
    Allocation:
    	 	$	16,500,000.00	 
	 	 	
         JPMorgan Chase
    Bank

    712 Main Street

    Houston, Texas 77002

    Attention: Carl Luna

    

    Telephone: (713) 216-5376

    Telecopier: (713) 216-2339

    carl.luna@jpmchase.com
    	 	 	 	 
	
    
     2.

    	 	
    Bank of America, N.A.	 	 	 	 
	 	 	
    Allocation:
    	 	$	16,500,000.00	 
	 	 	
         Bank of America,
    N.A.

    700 Louisiana, 8th Floor

    Houston, Texas 77002

    Attention: Claire Liu

    

    Telephone: (713) 247-7235

    Telecopier: (713) 247-7286

    claire.liu@bankofamerica.com
    	 	 	 	 
	
    
     3.

    	 	
    Fleet National Bank	 	 	 	 
	 	 	
    Allocation:
    	 	$	8,500,000.00	 
	 	 	
         Fleet National
    Bank

    100 Federal Street

    MADE 10009G

    Boston, Massachusetts 02110

    Attention: William N. Latham

    

    Telephone: (617) 434-0916

    Telecopier: (617) 434-1955

    william_nelson_latham@fleet.com
    	 	 	 	 
	
    
     4.

    	 	
    Wells Fargo Bank, N.A.	 	 	 	 
	 	 	
    Allocation:
    	 	$	16,500,000.00	 
	 	 	
         Wells Fargo Bank,
    N.A.

    Preston L. Massey

    Vice President and Relationship Manager

    Wells Fargo U.S. Corporate Banking

    1445 Ross Ave, Suite 2320

    Dallas, Texas 75202

    

    Telephone: (214) 661-1225

    Telecopier: (214) 661 1221

    masseypl@wellsfargo.com
    	 	 	 	 
	
    
     5.

    	 	
    Den norske Bank	 	 	 	 
	 	 	
    Allocation:
    	 	$	8,500,000.00	 
	 	 	
         Den Norske Bank

    200 Park Avenue, 31st Floor

    New York, New York 10166

    Attention: Sanjiv Nayer

    

    Telephone: (212) 381-3876

    Telecopier: (212) 681-3900

    sanjiv.nayar@dnb.no
    	 	 	 	 









 




	 	 	 	 	 	 	 
	
    
     6.

    	 	
    Bank One, NA	 	 	 	 
	 	 	
    Allocation:
    	 	$	16,500,000.00	 
	 	 	
         Bank One, NA

    910 Travis, 7th Floor

    Houston, Texas 77002

    Attention: Steven Kreuger or Gail Waggoner

    Steven_Kreuger@bankone.com

    Gail_Waggoner@bankone.com

    

    Telephone: Steve Krueger (713) 751-3713

    Telephone: Gail Waggoner (713) 751-3845

    Telecopier: (713) 751-6199
    	 	 	 	 
	
    
     7.

    	 	
    BNP Paribas	 	 	 	 
	 	 	
    Allocation:
    	 	$	16,500,000.00	 
	 	 	
         BNP Paribas

    1200 Smith Street, Suite 3100

    Houston, Texas 77002

    Attention: Craig Pierce

    

    Telephone: (713) 659-4811

    Telecopier: (713) 659-5228

    craig.pierce@americas.bnpparibas.com
    	 	 	 	 
	
    
     8.

    	 	
    The Bank of Tokyo-Mitsubishi, Ltd.	 	 	 	 
	 	 	
    Allocation:
    	 	$	16,500,000.00	 
	 	 	
         The Bank of
    Tokyo-Mitsubishi, Ltd.

    1100 Louisiana Street, Suite 2800

    Houston, Texas 77002

    Attention: Joey Powell

    

    Telephone: (713) 655-3831

    Telecopier: (713) 655-3855

    Jpowell@btmna.com
    	 	 	 	 
	
    
     9.

    	 	
    Comerica Bank	 	 	 	 
	 	 	
    Allocation:
    	 	$	8,500,000.00	 
	 	 	
         Comerica Bank

    910 Louisiana Street, Suite 300

    Houston, Texas 77002

    William S. Rogers

    

    Telephone: (713) 220-5662

    Telecopier: (713) 220-5540

    wsrogers@comerica.com
    	 	 	 	 
	
    
    10.

    	 	
    The Northern Trust Company	 	 	 	 
	 	 	
    Allocation:
    	 	$	8,500,000.00	 
	 	 	
         The Northern Trust
    Company

    50 South LaSalle Street B-2

    Chicago, Illinois 60675

    Attention: Paul H. Theiss

    

    Telephone: (312) 557-1791

    Telecopier: (312) 444-7028

    Pht1@ntrs.com
    	 	 	 	 









 




	 	 	 	 	 	 	 
	
    
    11.

    	 	
    Southwest Bank of Texas, N.A.	 	 	 	 
	 	 	
    Allocation:
    	 	$	8,500,000.00	 
	 	 	
         Southwest Bank of
    Texas, N.A.

    4400 Post Oak Parkway

    Houston, Texas 77027

    Attention: Gary Tolbert

    Senior Vice President

    

    Telephone: (713) 235-8855

    Telecopier: (713) 561-0343

    gtolbert@swbanktx.com
    	 	 	 	 
	
    
    12.

    	 	
    Hibernia National Bank	 	 	 	 
	 	 	
    Allocation:
    	 	$	8,500,000.00	 
	 	 	
         Hibernia National
    Bank

    313 Carondelet Street

    New Orleans, Louisiana 70130

    Attention: S. John Castellano

    jcastellano@Hibernia.com

    

    Telephone: (504) 533-3484

    Telecopier: (504) 533-5434

    Total Allocation:
    	 	$	150,000,000.00	 
	 	 	 	 	 	
	 




     
The following Banks are no longer party to the
Credit Agreement and their Commitments thereunder have been
reduced to zero:



     
1. Mizuho Corporate Bank,
Ltd., f/k/a The Industrial Bank of
Japan, Ltd.



     
2. HSH Nordbank
AG, successor by merger to Landesbank
Schleswig–Holstein Girozentrale



     
3. Wachovia Bank, National
Association, f/k/a First Union
National bank