Unassociated Document

COMMITMENT INCREASE AGREEMENT

This Commitment Increase Agreement dated as of August 30, 2012 (this "Agreement") is among (i) KIRBY CORPORATION (the "Borrower"), (ii) JPMORGAN CHASE BANK, N.A., in its capacity as Administrative Agent (the "Agent") under the Second Amended and Restated Credit Agreement dated as of November 9, 2010 (as amended, restated, supplemented or otherwise modified from time to time, the "Credit Agreement"), among the Borrower, the Banks party thereto, JPMorgan Chase Bank, N.A. as Administrative Agent, Wells Fargo Bank, N.A. and Bank of America, N.A., as Syndication Agents, and The Bank of Tokyo Mitsubishi UFJ, Ltd. and The Northern Trust Company, as Documentation Agents, and (iii) BANK OF AMERICA, N.A. (the "Increasing Bank"). Capitalized terms that are defined in the Credit Agreement and not defined herein are used herein as therein defined.

PRELIMINARY STATEMENTS

A. Pursuant to Section 2.17 of the Credit Agreement, the Borrower has the right, subject to the terms and conditions thereof, to effectuate from time to time an increase in the total Commitments under the Credit Agreement by agreeing with a Bank to increase that Bank's Commitment.

B. The Borrower has given notice to the Agent of its intention to increase the total Commitments pursuant to such Section 2.17 by increasing the Commitment of the Increasing Bank from $45,000,000 to $60,000,000, and the Agent is willing to consent thereto.

Accordingly, the parties hereto agree as follows:

SECTION 1. Increase of Commitment. Pursuant to Section 2.17 of the Credit Agreement, the Commitment of the Increasing Bank is hereby increased from $45,000,000 to $60,000,000.

SECTION 2. Consent. The Agent hereby consents to the increase in the Commitment of the Increasing Bank effectuated hereby.

SECTION 3. Increasing Bank Credit Decision. The Increasing Bank acknowledges that it has, independently and without reliance upon the Agent or any other Bank and based on the financial statements referred to in Section 5.01 of the Credit Agreement and such other documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement and to agree to the various matters set forth herein. The Increasing Bank also acknowledges that it will, independently and without reliance upon the Agent or any other Bank and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement.

SECTION 4. Representation and Warranties of the Borrower. The Borrower represents and warrants as follows:

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(a) The execution, delivery and performance by the Borrower of this Agreement are within the Borrower's corporate powers, have been duly authorized by all necessary corporate action and do not contravene (i) the Borrower's articles of incorporation or by-laws or (ii) any indenture, loan agreement or other similar agreement or instrument binding on the Borrower, except for such contraventions that will not have a Material Adverse Effect on either the Borrower individually or the Borrower and its Subsidiaries, taken as a whole.

(b) No authorization, consent or approval any Governmental Authority is required for the valid execution, delivery and performance by the Borrower of this Agreement other than those the failure to obtain will not have a Material Adverse Effect on either the Borrower or the Borrower and its Subsidiaries, taken as a whole.

(c) This Agreement constitutes a valid and binding agreement of the Borrower enforceable against the Borrower in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' rights generally and equitable principles of general applicability.

(d) The aggregate amount of the Commitments under the Credit Agreement, including any increases pursuant to Section 2.17 thereof, does not exceed $325,000,000.

(e) No Default, Event of Default or Material Adverse Effect has occurred and is continuing.

SECTION 5. Expenses. The Borrower agrees to pay on demand all reasonable costs and expenses of the Agent in connection with the preparation, negotiation, execution and delivery of this Agreement, including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Agent with respect thereto.

SECTION 6. Effectiveness. This Agreement shall become effective upon the receipt by the Agent of the following:

(a) counterparts of, or telecopied signature pages of, this Agreement executed by the Borrower, the Agent and the Increasing Bank;

(b) if requested by the Agent, a certified copy of the resolutions of the Board of Directors of the Borrower approving the increase in the Commitment in a form reasonably acceptable to the Agent; and

(c) if requested by the Agent, a legal opinion from counsel to the Borrower in a form reasonably acceptable to the Agent.

SECTION 7. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State ofTexas.

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SECTION 8. Execution in Counterparts. This Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which may be delivered in original or facsimile form and when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.

[Signatures on following page]

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

	BORROWER:

	KIRBY CORPORATION

	By:	/s/ Renato Castro
	Name:	Renato Castro
	Title:	Treasurer

	AGENT:

	JPMORGAN CHASE BANK, N.A.,
	as Administrative Agent

	By:	/s/ Robert L. Mendoza
	Name:	Robert L. Mendoza
	Title:	Senior Vice President

	INCREASING BANK:

	BANK OF AMERICA, N.A.

	By:	/s/ David L. McCauley
	Name:	David L. McCauley
	Title:	Senior Vice President

COMMITMENT INCREASE AGREEMENT

This Commitment Increase Agreement dated as of August 30, 2012 (this "Agreement") is among (i) KIRBY CORPORATION (the "Borrower"), (ii) JPMORGAN CHASE BANK, N.A., in its capacity as Administrative Agent (the "Agent") under the Second Amended and Restated Credit Agreement dated as of November 9, 2010 (as amended, restated, supplemented or otherwise modified from time to time, the "Credit Agreement"), among the Borrower, the Banks party thereto, JPMorgan Chase Bank, N.A. as Administrative Agent, Wells Fargo Bank, N.A. and Bank of America, N.A., as Syndication Agents, and The Bank of Tokyo Mitsubishi UFJ, Ltd. and The Northern Trust Company, as Documentation Agents, and (iii) WELLS FARGO BANK, N.A. (the "Increasing Bank"). Capitalized terms that are defined in the Credit Agreement and not defined herein are used herein as therein defined.

PRELIMINARY STATEMENTS

B. The Borrower has given notice to the Agent of its intention to increase the total Commitments pursuant to such Section 2.17 by increasing the Commitment of the Increasing Bank from $35,000,000 to $47,000,000, and the Agent is willing to consent thereto.

Accordingly, the parties hereto agree as follows:

SECTION 1. Increase of Commitment. Pursuant to Section 2.17 of the Credit Agreement, the Commitment of the Increasing Bank is hereby increased from $35,000,000 to $47,000,000.