KIRBY CORPORATION $200,000,000 Floating Rate Senior Notes, Series 2005-A, due February 28, 2013 FIRST SUPPLEMENT TO NOTE PURCHASE AGREEMENT _________Kirby Corp • June 2nd, 2005 • Water transportation • Illinois
ARTICLE II AMENDMENTS TO CREDIT AGREEMENTCredit Agreement • November 13th, 2001 • Kirby Corp • Water transportation • Texas
BY AND AMONGAgreement and Plan of Merger • July 30th, 1999 • Kirby Corp • Water transportation • Texas
andRights Agreement • July 20th, 2000 • Kirby Corp • Water transportation • Nevada
1 EXHIBIT B2 FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • February 17th, 1998 • Kirby Corp • Water transportation • Texas
THIRD AMENDMENT TO CREDIT AGREEMENTCredit Agreement • November 13th, 2001 • Kirby Corp • Water transportation • Texas
and TEXAS COMMERCE BANK NATIONAL ASSOCIATION, as Funds Administrator and Agent $100,000,000 Credit AgreementCredit Agreement • November 5th, 1997 • Kirby Corp • Water transportation • Texas
JOINT FILING AGREEMENTJoint Filing Agreement • January 26th, 2005 • Kirby Corp • Water transportation
RECITALSAsset Purchase Agreement • March 25th, 1998 • Kirby Corp • Water transportation • Florida
EXHIBIT 10.3 INCENTIVE STOCK OPTION AGREEMENT KIRBY CORPORATION 2005 STOCK AND INCENTIVE PLAN An Incentive Stock Option for a total of _________ shares of common stock, par value $0.10 per share, of Kirby Corporation (the "Company") is hereby granted...Incentive Stock Option Agreement • April 29th, 2005 • Kirby Corp • Water transportation
EXHIBIT 10.4 RESTRICTED STOCK AGREEMENT KIRBY CORPORATION 2005 STOCK AND INCENTIVE PLAN A Restricted Stock Award for a total of _________ shares of common stock, par value $0.10 per share, of Kirby Corporation (the "Company") is hereby granted...Restricted Stock Agreement • April 29th, 2005 • Kirby Corp • Water transportation
CREDIT AGREEMENT dated as of April 30, 2015 among KIRBY CORPORATION, The Lenders Party Hereto, JPMORGAN CHASE BANK, N.A, as Administrative Agent, BANK OF AMERICA, N.A. and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Syndication Agents, and THE BANK OF...Credit Agreement • May 5th, 2015 • Kirby Corp • Water transportation • Texas
CREDIT AGREEMENT dated as of April 30, 2015 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Agreement”), among KIRBY CORPORATION, the LENDERS party hereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent, BANK OF AMERICA, N.A. and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Syndication Agents, and THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., BRANCH BANKING AND TRUST COMPANY and ROYAL BANK OF CANADA, as Documentation Agents.
AMENDED AND RESTATED CREDIT AGREEMENT dated as of March 27, 2019 among KIRBY CORPORATION, The Lenders Party Hereto, JPMORGAN CHASE BANK, N.A. as Administrative Agent, BANK OF AMERICA, N.A., WELLS FARGO BANK, N.A., BMO CAPITAL MARKETS CORP., and PNC...Credit Agreement • April 2nd, 2019 • Kirby Corp • Water transportation • Texas
AMENDED AND RESTATED CREDIT AGREEMENT dated as of March 27, 2019 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Agreement”), among KIRBY CORPORATION, the LENDERS party hereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent, BANK OF AMERICA, N.A., WELLS FARGO BANK, N.A., ,BMO CAPITAL MARKETS CORP, and PNC BANK, NATIONAL ASSOCIATION, as Syndication Agents, and U.S. BANK NATIONAL ASSOCIATION and BRANCH BANKING AND TRUST COMPANY, as Documentation Agents.
EXHIBIT 10.2 NONINCENTIVE STOCK OPTION AGREEMENT KIRBY CORPORATION 2005 STOCK AND INCENTIVE PLAN A Nonincentive Stock Option for a total of _________ shares of common stock, par value $0.10 per share, of Kirby Corporation (the "Company") is hereby...Nonincentive Stock Option Agreement • April 29th, 2005 • Kirby Corp • Water transportation
KIRBY CORPORATION $500,000,000 4.200% SENIOR NOTES DUE 2028 UNDERWRITING AGREEMENTUnderwriting Agreement • February 12th, 2018 • Kirby Corp • Water transportation • New York
The information in this pricing term sheet supplements the Issuer’s Preliminary Prospectus Supplement, dated February 7, 2018, and supersedes the information in the Preliminary Prospectus Supplement to the extent it is inconsistent with the information contained therein. This pricing term sheet is qualified in its entirety by reference to the Preliminary Prospectus Supplement. Financial information presented in the Preliminary Prospectus Supplement or incorporated by reference therein is deemed to have changed to the extent affected by the changes described herein. This pricing term sheet should be read together with the Preliminary Prospectus Supplement, including the documents incorporated by reference therein, and the accompanying prospectus dated February 5, 2018 before making a decision in connection with an investment in the securities. Capitalized terms used in this pricing term sheet but not defined have the meanings given to them in the Preliminary Prospectus Supplement.
SUPPORT AGREEMENTSupport Agreement • March 16th, 2011 • Kirby Corp • Water transportation • Delaware
This SUPPORT AGREEMENT, dated as of March 13, 2011 (this “Agreement”), is by and among Kirby Corporation, a Nevada corporation (“Parent”), KSP Holding Sub, LLC, a Delaware limited liability company and direct wholly owned subsidiary of Parent (“Holding Sub”), KSP LP Sub, LLC, a Delaware limited liability company and direct wholly owned subsidiary of Parent (“LP Sub”), KSP Merger Sub, LLC, a Delaware limited liability company wholly owned by Holding Sub and LP Sub (“Merger Sub,” and together with Parent, Holding Sub and LP Sub, the “Parent Parties”), and EW Holding Corp., a Delaware corporation (the “Covenanting Unitholder”).
CREDIT AGREEMENT dated as of July 29, 2022 among KIRBY CORPORATION, The Lenders Party Hereto, JPMORGAN CHASE BANK, N.A. as Administrative Agent, BANK OF AMERICA, N.A., WELLS FARGO BANK, NATIONAL ASSOCIATION and PNC BANK, NATIONAL ASSOCIATION, as...Credit Agreement • July 29th, 2022 • Kirby Corp • Water transportation • Texas
CREDIT AGREEMENT dated as of July 29, 2022 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Agreement”), among KIRBY CORPORATION, the LENDERS party hereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent, BANK OF AMERICA, N.A., WELLS FARGO BANK, NATIONAL ASSOCIATION and PNC BANK, NATIONAL ASSOCIATION, as Syndication Agents, and TRUIST BANK and U.S. BANK NATIONAL ASSOCIATION, as Documentation Agents.
CHANGE OF CONTROL AGREEMENTChange of Control Agreement • May 20th, 2022 • Kirby Corp • Water transportation • Texas
CHANGE OF CONTROL AGREEMENT (this “Agreement”), dated as of May 16, 2022 (the “Effective Date”), by and between Kirby Corporation, a Nevada corporation (the “Company”), and Amy D. Husted (the “Executive”).
MASTER NOTE PURCHASE AGREEMENT ---------Master Note Purchase Agreement • March 5th, 2003 • Kirby Corp • Water transportation • Illinois
1 EXHIBIT 10.22 SECOND AMENDMENT TO CREDIT AGREEMENT THIS SECOND AMENDMENT TO CREDIT AGREEMENT dated as of November 30, 1998 (this "Amendment") is among KIRBY CORPORATION, a Nevada corporation (the "Borrower"), the banks named on the signature pages...Credit Agreement • February 25th, 1999 • Kirby Corp • Water transportation • Texas
AMENDMENT TO CHANGE OF CONTROL AGREEMENTChange of Control Agreement • May 8th, 2023 • Kirby Corp • Water transportation • Nevada
This AMENDMENT TO CHANGE OF CONTROL AGREEMENT (this “Amendment”) is entered into as of March 6, 2023, by and between Kirby Corporation, a Nevada corporation (the “Company”), and David W. Grzebinski (“Executive”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Change of Control Agreement (as defined below).
NONINCENTIVE STOCK OPTION AGREEMENT KIRBY CORPORATION 2000 NONEMPLOYEE DIRECTOR STOCK OPTION PLANNonincentive Stock Option Agreement • March 8th, 2005 • Kirby Corp • Water transportation
A Nonincentive Stock Option for a total of ___shares of common stock, par value $0.10 per share, of Kirby Corporation (the “Company”), is hereby granted pursuant to Section 2.4 of the 2000 Nonemployee Director Stock Option Plan of the Company, as amended (the “Plan”) to
RESTRICTED STOCK AGREEMENT KIRBY CORPORATION 2000 NONEMPLOYEE DIRECTOR STOCK OPTION PLANRestricted Stock Agreement • March 8th, 2005 • Kirby Corp • Water transportation
A Restricted Stock award for a total of ___shares of common stock, par value $0.10 per share, of Kirby Corporation (the “Company”) is hereby granted pursuant to Section 3.3 of the 2000 Nonemployee Director Stock Option Plan of the Company, as amended (the “Plan”) to
Kirby CorporationKirby Corp • February 26th, 2021 • Water transportation
We consider your continued service and dedication to Kirby Corporation (the “Company”) essential to the success of our business. It is in the best interests of the Company and its stockholders to assure that the Company will have your continued dedication for the successful operation of the Company’s businesses. To incentivize you as a key leader to remain with and committed to the success of the Company, we are pleased to offer you a retention award pursuant to this letter agreement (this “Agreement”). Your retention award is comprised of a cash retention bonus (the “Cash Retention Bonus”) and an award of restricted stock units (the “Retention RSU Award”) under our 2005 Stock and Incentive Plan (the “Plan”). The terms and conditions of your Cash Retention Bonus and your Retention RSU Award are specified below.
KIRBY CORPORATIONIndenture • February 5th, 2018 • Kirby Corp • Water transportation • New York
CREDIT AGREEMENTCredit Agreement • June 3rd, 2011 • Kirby Corp • Water transportation • New York
THIS CREDIT AGREEMENT, dated as of May 31, 2011 (this “Agreement”), is among KIRBY CORPORATION, a Nevada corporation (the “Borrower”), the Banks (as defined in ARTICLE I), WELLS FARGO BANK, NATIONAL ASSOCIATION, as administrative agent (the “Agent”), BANK OF AMERICA, N.A., as syndication agent (the “Syndication Agent”), and JPMORGAN CHASE BANK, N.A., as documentation agent (the “Documentation Agent”). Unless otherwise defined herein, all capitalized terms used herein and defined in ARTICLE I are used herein as so defined.
AGREEMENT AND PLAN OF MERGER DATED AS OF MARCH 13, 2011 BY AND AMONG KIRBY CORPORATION, KSP MERGER SUB, LLC, KSP HOLDING SUB, LLC, KSP LP SUB, LLC, K-SEA TRANSPORTATION PARTNERS L.P., K-SEA GENERAL PARTNER L.P., K-SEA IDR HOLDINGS LLC AND K-SEA...Agreement and Plan of Merger • March 16th, 2011 • Kirby Corp • Water transportation • Delaware
THIS AGREEMENT AND PLAN OF MERGER, dated as of March 13, 2011 (this “Agreement”), is by and among Kirby Corporation, a Nevada corporation (“Parent”), KSP Holding Sub, LLC, a Delaware limited liability company and direct wholly owned subsidiary of Parent (“Holding Sub”), KSP LP Sub, LLC, a Delaware limited liability company and direct wholly owned subsidiary of Parent (“LP Sub”), KSP Merger Sub, LLC, a Delaware limited liability company wholly owned by Holding Sub and LP Sub (“Merger Sub,” and together with Parent, Holding Sub and LP Sub, the “Parent Parties”), K-Sea Transportation Partners L.P., a Delaware limited partnership (the “Company”), K-Sea General Partner L.P., a Delaware limited partnership that is the sole general partner of the Company (“Company General Partner”), K-Sea IDR Holdings LLC, a Delaware limited liability company (“IDR Holdings”), and K-Sea General Partner GP LLC, a Delaware limited liability company that is the sole general partner of Company General Partner (“M
KIRBY CORPORATION, THE BANKS NAMED HEREIN, and JPMORGAN CHASE BANK, N.A., as Administrative Agent Second Amended and Restated Credit Agreement November 9, 2010 WELLS FARGO BANK, N.A. and BANK OF AMERICA, N.A., as Syndication Agents and THE BANK OF...Credit Agreement • November 12th, 2010 • Kirby Corp • Water transportation • Texas
THIS SECOND AMENDED AND RESTATED CREDIT AGREEMENT, dated as of November 9, 2010 (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 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 THE NORTHERN TRUST COMPANY, 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.
ASSET PURCHASE AGREEMENT between ALLIED MARINE INDUSTRIES, INC. ALLIED TRANSPORTATION COMPANY TRANSERVE MARINE, INC. OSPREY ASSOCIATES GREGORY H. LAW KELLY LAW W. BRUCE LAW MICHAEL E. LAW KIRK J. WOODRUFF and KIRBY CORPORATION dated as of September 4,...Asset Purchase Agreement • November 5th, 2012 • Kirby Corp • Water transportation • Delaware
This Asset Purchase Agreement (this “Agreement”), dated as of September 4, 2012, is entered into between Allied Transportation Company, a Virginia corporation (“ATC”), Transerve Marine, Inc., a Virginia corporation (“TMI”), Osprey Associates, a Virginia general partnership (“OA” and, together with ATC and TMI, are the “Sellers” and each a “Seller”), Allied Marine Industries, Inc., a Delaware corporation (“AMI”), Gregory H. Law, an individual resident in Virginia (“Greg Law”), Kelly Law, an individual resident in Virginia (“Kelly Law”), Michael E. Law, an individual resident in Virginia (“Mike Law”), W. Bruce Law, an individual resident in Virginia (“Bruce Law”), Kirk J. Woodruff, an individual resident in Virginia (“Kirk Woodruff”, and, together with Greg Law, Kelly Law, Mike Law, and Bruce Law, the “AMI Primary Shareholders”), and Kirby Corporation, a Nevada corporation (“Buyer”). The AMI Primary Shareholders and AMI are collectively referred to herein as the “Owners”.
SECOND AMENDMENT TO CREDIT AGREEMENTCredit Agreement • September 14th, 2017 • Kirby Corp • Water transportation • Texas
THIS SECOND AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated and effective as of the 13th day of September, 2017 (the “Amendment Effective Date”), is entered into by and among Kirby Corporation, a Nevada corporation (the “Borrower”), the Lenders party hereto and JPMorgan Chase Bank, N.A., as Administrative Agent (the “Administrative Agent”).
AMENDMENT NO. 3 AND WAIVER TO PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • September 14th, 2017 • Kirby Corp • Water transportation • Delaware
This AMENDMENT NO. 3 AND WAIVER TO PURCHASE AND SALE AGREEMENT, dated as of September 13, 2017 (this “Amendment”), is by and between Stewart & Stevenson LLC (“Seller”) and Kirby Corporation (the “Buyer” and, together with Seller, the “Parties” and, each, a “Party”). Capitalized terms used but not defined herein will have their respective meanings set forth in the Purchase and Sale Agreement, dated as of June 13, 2017, between Seller and Buyer, as amended (the “Purchase Agreement”).
Kirby CorporationKirby Corp • February 26th, 2021 • Water transportation
We consider your continued service and dedication to Kirby Corporation (the “Company”) essential to the success of our business. It is in the best interests of the Company and its stockholders to assure that the Company will have your continued dedication for the successful operation of the Company’s businesses. To incentivize you as a key leader to remain with and committed to the success of the Company, we are pleased to offer you a retention award pursuant to this letter agreement (this “Agreement”). Your retention award is comprised of a cash retention bonus (the “Cash Retention Bonus”) and an award of restricted stock units (the “Retention RSU Award”) under our 2005 Stock and Incentive Plan (the “Plan”). The terms and conditions of your Cash Retention Bonus and your Retention RSU Award are specified below.
KIRBY CORPORATION DEFERRED COMPENSATION PLAN FOR KEY EMPLOYEES (As amended and restated effective april 1, 2022)Compensation Plan for Key Employees • May 9th, 2022 • Kirby Corp • Water transportation • Texas
This Agreement, entered into effective as of April 1, 2022, amends and restates the Kirby Corporation Deferred Compensation Plan for Key Employees (hereafter “Plan”). The Plan was established effective January 1, 1992, as an unfunded nonqualified deferred compensation plan and designed primarily to provide additional benefits to Eligible Employees (as defined below) to restore benefits to which they would be entitled under the Employer’s qualified retirement program were it not for certain limits (being the limitations with respect to the amount of compensation which may be taken into account in determining benefits under a qualified plan and the limits on the amount of benefits that can be provided), and thereby enable such Eligible Employees to share equally in the contributions generated by the Employer’s profitability, and also to attain approximately the same level of retirement benefits, as a percentage of pay, as employees who are not adversely affected by the various maximum li
EXHIBIT EEnhanced Transition Assistance Agreement • June 9th, 2022 • Kirby Corp • Water transportation • Texas
This Enhanced Transition Assistance Agreement (“Enhanced Assistance Agreement”) memorializes additional compensation and benefits available to you should you decide to accept the terms and conditions. Acceptance occurs when you return a signed copy of the Enhanced Assistance Agreement to Kim Clarke, Chief Human Resource Officer, Kirby Corporation, 55 Waugh Drive, Suite 1000, Houston, Texas 77007; telephone: 713-435-****; email: Kim.Clarke@kirbycorp.com, concurrently with your written acceptance of the Transition Assistance Agreement also hand-delivered to you on this date.
AMENDMENT NO. 2 TO PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • August 14th, 2017 • Kirby Corp • Water transportation
This AMENDMENT NO. 2 TO PURCHASE AND SALE AGREEMENT, dated as of August 11, 2017 (this “Amendment”), amends that certain Purchase and Sale Agreement, dated as of June 13, 2017, by and between Stewart & Stevenson LLC, a Delaware limited liability company (“Seller”), and Kirby Corporation, a Nevada corporation (“Buyer”), as amended by Amendment No. 1 to Purchase and Sale Agreement, dated as of June 26, 2017, between Seller and Buyer (as previously amended, the “Agreement”). Capitalized terms used in this Amendment and not otherwise defined have the meaning ascribed to such terms in the Agreement.
