UNMATURED REIMBURSEMENT OBLIGATIONS
36
ARTICLE VIII. THE AGENTS AND THE FUNDS ADMINISTRATOR
37
SECTION 8.01
AUTHORIZATION AND ACTION
37
SECTION 8.02
RELIANCE, ETC
37
SECTION 8.03
CHASE AND AFFILIATES
38
SECTION 8.04
BANK CREDIT DECISION
39
SECTION 8.05
INDEMNIFICATION
39
SECTION 8.06
EMPLOYEES OF THE AGENT, ETC
40
SECTION 8.07
SUCCESSOR AGENT
40
SECTION 8.08
SUCCESSOR FUNDS ADMINISTRATOR
40
SECTION 8.09
NOTICE OF DEFAULT
41
SECTION 8.10
EXECUTION OF LOAN DOCUMENTS
41
SECTION 8.11
DUTIES OF SYNDICATION AGENT AND DOCUMENTATION AGENT
41
ARTICLE IX. MISCELLANEOUS
41
SECTION 9.01
AMENDMENTS, ETC
41
SECTION 9.02
PARTICIPATION AGREEMENTS AND ASSIGNMENTS
42
SECTION 9.03
NOTICES
45
SECTION 9.04
COSTS AND EXPENSES
46
SECTION 9.05
SUCCESSORS AND ASSIGNS
46
SECTION 9.06
INDEPENDENCE OF COVENANTS
46
SECTION 9.07
SURVIVAL OF REPRESENTATIONS AND WARRANTIES
46
SECTION 9.08
SEPARABILITY
47
SECTION 9.09
CAPTIONS
47
SECTION 9.10
LIMITATION BY LAW
47
SECTION 9.11
COUNTERPARTS
47
SECTION 9.12
GOVERNING LAW
47
SECTION 9.13
LIMITATION ON INTEREST
47
SECTION 9.14
INDEMNIFICATION
48
SECTION 9.15
SUBMISSION TO JURISDICTION
49
-ii-
SECTION 9.16
WAIVER OF JURY TRIAL
49
SECTION 9.17
FINAL AGREEMENT OF THE PARTIES
49
SECTION 9.18
PATRIOT ACT
49
EXHIBIT 2.02(A)
FORM OF BORROWING REQUEST
EXHIBIT 2.02(C)
FORM OF CONVERSION NOTICE
EXHIBIT 2.04
FORM OF NOTE
EXHIBIT 2.17(A)
FORM OF COMMITMENT INCREASE AGREEMENT
EXHIBIT 2.17(B)
FORM OF NEW BANK AGREEMENT
EXHIBIT 9.02
FORM OF ASSIGNMENT AND ACCEPTANCE
SCHEDULE 2.01
ALLOCATION AND BANK NAMES
SCHEDULE 4.01
CONSOLIDATED SUBSIDIARIES (PART A) AND EXCLUDED AFFILIATES (PART B)
SCHEDULE 4.16
LIABILITIES
-iii-
AMENDED AND RESTATED CREDIT AGREEMENT
THIS AMENDED AND RESTATED CREDIT AGREEMENT dated as of June 14, 2006 (this
"Agreement"), is among KIRBY CORPORATION, a Nevada corporation (the "Borrower"),
the banks named on the signature pages hereto (together with their respective
successors and assigns in such capacity, the "Banks"), JPMORGAN CHASE BANK,
N.A., as Funds Administrator (the "Funds Administrator") and as Administrative
Agent (the "Agent"), WELLS FARGO BANK, N.A. and BANK OF AMERICA, N.A., each as a
Syndication Agent and THE BANK OF TOKYO-MITSUBISHI UFJ, LTD. and DNB NOR BANK
ASA, each as a Documentation Agent. Unless otherwise defined herein, all
capitalized terms used herein and defined in Article I are used herein as so
defined.
PRELIMINARY STATEMENT
Pursuant to that certain Credit Agreement dated as of September 19, 1997 (the
"Existing Credit Agreement"), 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 Existing 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, that certain
Fourth Amendment to Credit Agreement dated January 31, 2003 and that certain
Fifth Amendment to Credit Agreement dated as of December 9, 2003, all of said
Amendments among the Borrower, the Banks named therein, the