KIRBY CORP
THIRD AMENDMENT TO CREDIT AGREEMENT
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>3
<FILENAME>h92222ex10-1.txt
<DESCRIPTION>THIRD AMENDMENT TO CREDIT AGREEMENT
<TEXT>
<PAGE>
                                                                    EXHIBIT 10.1

                                 THIRD AMENDMENT
                                       TO
                                CREDIT AGREEMENT

         THIS THIRD AMENDMENT TO CREDIT AGREEMENT dated as of November 5, 2001
(the "Third Amendment" or this "Amendment") is among KIRBY CORPORATION, a Nevada
corporation (the "Borrower"), the banks named on the signature pages hereto (the
"Banks"), 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 FIRST UNION NATIONAL
BANK, FLEET NATIONAL BANK and WELLS FARGO BANK (TEXAS), N.A., each as a
Documentation Agent.

                              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, said parties 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, and that Second Amendment to Credit Agreement
dated November 30, 1998, both of said Amendments among the Borrower, the banks
named therein, the Agent and the Funds Administrator. 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".

         Certain of the banks that have executed the Existing Credit Agreement
no longer wish to be a party thereto and are being replaced by the Banks
executing this Amendment. In addition, the Borrower has requested that certain
provisions of the Existing Credit Agreement be further amended, and the Banks
and the 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.

<PAGE>


     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 AMENDMENT TO SECTION 2.06. The pricing grid contained in
Section 2.06(d) is hereby deleted and restated to read as follows:

                                  PRICING GRID

<Table>
<Caption>
S&P/FITCH/                                  EURODOLLAR     ADJUSTED       PRIME       COMMITMENT   UTILIZATION
MOODY'S RATING                                 RATE        CD RATE        RATE            FEE          FEE
--------------                              ----------     --------       -----       ----------   -----------
<S>                                         <C>            <C>            <C>         <C>          <C>
Greater than or equal to BBB+/Baa1            0.750%        0.875%        0.000%        0.200%        0.125%
Greater than or equal to BBB/Baa2             0.875%        1.000%        0.000%        0.250%        0.125%
Greater than or equal to BBB-/Baa3            1.000%        1.125%        0.000%        0.300%        0.250%
Greater than or equal to BB+/Ba1              1.250%        1.375%        0.000%        0.350%        0.250%
Less than BB+/Ba1                             1.500%        1.625%        0.000%        0.400%        0.250%
</Table>

     SECTION 2.02 AMENDMENT TO SECTION 2.09. Section 2.09 is hereby amended by
deleting paragraph (a) thereof and restating it to read as follows and by adding
a new paragraph (c) thereto as set forth below:

          "(a) Subject to the provisions of Section 9.13, the Borrower shall pay
     each Bank a commitment fee equal to the applicable percentage set forth in
     the pricing grid in Section 2.06(d) on the average unused portion of the
     Commitment of such Bank as in effect from time to time for the period from
     the date hereof to, but excluding, the Termination Date. Accrued commitment
     fees shall be due and payable in arrears on each Quarterly Payment Date in
     each year, on the date of any reduction or termination of the Commitment of
     such Bank and on the Termination Date, and shall be computed for the period
     commencing with the day to which such fee was last paid (or, in the case of
     the first commitment fee payment date, for the period commencing with and
     including the date hereof) to the date such fee is due and payable.

          (c) Subject to the provisions of Section 9.13, the Borrower shall pay
     to the Agent for the pro-rata accounts of the Banks, a utilization fee
     equal to the applicable percentage set forth in the grid contained in
     Section 2.06(d) on the average outstanding balance of the Loans during all
     times for which the principal balance of the Loans outstanding (including
     all outstanding, undrawn Letters of Credit) exceeds 33% of the Total
     Commitment."

     SECTION 2.03 AMENDMENT TO SECTION 6.01. Section 6.01 is hereby deleted and
restated to read as follows:

                                      -2-
<PAGE>
     "Section 6.01 Financial Covenants. The Borrower will not:

          (a) Fixed Charge Coverage Ratio. Permit the ratio of (i) EBITDA minus
     Capital Expenditures (other than Acquisitions that also constitute Capital
     Expenditures) to (ii) Interest Expense, measured as of the last day of any
     calendar quarter for the twelve month period then ended to be less than 3.0
     to 1.0.

          (b) Debt Coverage Ratio. Permit the ratio of (i) Funded Debt as of the
     last day of any calendar quarter to (ii) EBITDA for the twelve month period
     then ended to equal or exceed the ratio shown below for each quarter-end
     for the periods indicated:

           12/31/01 through 12/31/02                 3.25 to 1

           3/31/03 and thereafter                     3.0 to 1

          (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) $225,000,000, 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 the period from July 1, 2001, through December 31, 2001, and for each
     fiscal year thereafter during the term of this Agreement 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, minus the
     actual amount paid by the Borrower, up to a maximum of $25,000,000, for the
     repurchase of its capital stock after November 5, 2001."

     SECTION 2.04 AMENDMENT TO SECTION 6.04. Section 6.04 is hereby deleted and
restated to read as follows:

          "Section 6.04. Restrictions on Negative Pledge. The Borrower will not,
     and will not permit any of its Subsidiaries to, enter into any agreement
     prohibiting or having the effect of prohibiting the Borrower and its
     Subsidiaries from granting a Lien against or otherwise disposing of the
     capital stock, promissory notes or other equity or debt interests of any
     Consolidated Subsidiary, other than (i) this Agreement, (ii) the
     $200,000,000 Credit Agreement, and, (iii) in the case of Kirby Inland
     Marine, Inc., a Delaware corporation and a Subsidiary of the Borrower, the
     applicable provisions of Section 7.3 of the Dixie Note Purchase Agreement
     as in effect of the date of the Third Amendment and as thereafter amended
     to lessen or eliminate the restrictions contained therein."

     SECTION 2.05 AMENDMENT TO ANNEX A - DEFINITIONS. The below listed
definitions are hereby deleted and the following substituted therefor:

          (i) "`Prime Rate' means, as of any particular date, a rate per annum
     equal to the highest of (a) the Federal Funds Rate plus one-half of one
     percent (1/2%), (b) the secondary market rate for three-month Certificates
     of Deposit (adjusted for statutory


                                      -3-
<PAGE>

     reserve requirements) plus one percent (1%), and (c) the prime rate per
     annum most recently announced by the Agent as its prime rate of interest
     per annum, automatically fluctuating upward or downward, as the case may
     be, on the day of each announcement without special notice to the Borrower
     or any other Person. The Borrower acknowledges that the prime rate referred
     to in clause (c) of the preceding sentence may not be the Agent's best or
     lowest rate, or favored rate, and any statement, representation or warranty
     in that regard or to that effect is hereby expressly disclaimed by the
     Agent."

          (ii) "`Termination Date' means October 9, 2004 or the earlier
     termination in whole of the Commitments pursuant to Section 2.04 or Section
     7.01."

          (b) All references to "Duff & Phelps" in the definitions or elsewhere
     in the Existing Credit Agreement shall be deleted and replaced with
     references to "Fitch, Inc." All references to the "Duff & Phelps Rating"
     shall likewise be references to the "Fitch Rating" from the date of the
     Third Amendment.

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

          (i) "`Acquisition' means a transaction resulting in (a) acquisition
     by the Borrower, directly or indirectly, of all or substantially all of the
     assets of a Person, or of any business or division of a Person, (b)
     acquisition by the Borrower of in excess of 50% of the capital stock,
     partnership interests, or other equity of any Person, or otherwise causing
     such Person to become a Subsidiary of the Borrower, or (c) a merger or
     consolidation or other combination of the Borrower with another Person.

          (ii) `EBITDA' means Adjusted Net Income plus, to the extent same
     caused a reduction in Adjusted Net Income, Interest Expense, depreciation,
     amortization and income tax expense.

          (iii) `Issuer' means The Chase Manhattan Bank and its successors and
     assigns, or any other Bank that agrees to be an issuer of a Letter of
     Credit hereunder.

          (iv) `Letter of Credit' means a letter of credit issued pursuant to
     Section 2.15 hereof.

          (v) `Letter of Credit Liabilities' means, at any time and in respect
     of any Letter of Credit, the sum of (i) the amount available for drawings
     under such Letter of Credit plus (ii) the aggregate unpaid amount of all
     payments made by Issuer to the beneficiary of a Letter of Credit that are
     not either repaid by Borrower or added to the amounts outstanding under the
     Notes.

          (vi) `Proceeds of Obligations' has the meaning specified in Section
     7.04.

          (vii) `Restricted Payment' means any dividend or other distribution in
     respect of the capital stock or other equity interest of the Borrower or
     any Subsidiary of the Borrower (other than a distribution of capital stock
     or other equity interests of a Subsidiary of the Borrower), including,
     without limitation, any distribution resulting in the acquisition by the
     Borrower of securities which would constitute treasury stock. For


                                      -4-
<PAGE>

     purposes of this Agreement, the amount of any Restricted Payment made in
     property shall be the greater of (x) the fair market value of such property
     (as determined by good faith by the board of directors (or equivalent
     governing body) of the person making such Restricted Payment) and (y) the
     net book value thereof on the books of such Person, in each case determined
     as of the date on which such Restricted Payment is made.

          (viii) `$200,000,000 Credit Agreement' means that certain Credit
     Agreement dated as of October 12, 1999, by and among Kirby Corporation as
     the borrower, The Chase Manhattan Bank as the administrative agent, Bank of
     America, N.A., as the syndication agent and the other banks named therein,
     providing for a $200,000,000 credit facility to be made available to the
     named borrower by the banks party thereto, as said document may be amended,
     restated or modified from time to time in accordance with the terms
     thereof."

          (d) The definitions of "Fixed Charges", "Modified Net Cash Flow" and
     "Net Cash Flow" are hereby deleted in their entirety.

     SECTION 2.06 AMENDMENT TO SCHEDULE 2.01. Schedule 2.01 reflecting the
Commitment of each Bank is hereby deleted and replaced with Schedule 2.01
attached hereto. All references to the Total Commitment or to the amount of
Loans to be made under the Existing Credit Agreement shall be changed from
$100,000,000 to $150,000,000.

     SECTION 2.07 NEW SECTION 2.15. A new Section 2.15 is hereby added to the
Existing Credit Agreement to read as follows:

     "Section 2.15 Letters of Credit.

          (a) Subject to the terms and conditions of this Agreement, and on the
     condition that aggregate Letter of Credit Liabilities shall never exceed
     $10,000,000, Borrower shall have the right to, in addition to the Loans
     provided for in Section 2.01 hereof, utilize the Commitments from time to
     time during the term hereof by obtaining the issuance of letters of credit
     for the account of Borrower if Borrower shall so request in a form and with
     such accompanying documentation as Issuer my reasonably require not less
     than five (5) Business Days prior to the proposed date of issuance (such
     letters of credit, as any of them may be amended, supplemented, extended or
     confirmed from time to time, being herein collectively called the "Letters
     of Credit"). Upon the date of the issuance of a Letter of Credit, the
     Issuer shall be deemed, without further action by any party hereto, to have
     sold to each Bank, and each such Bank shall be deemed, without further
     action by any party hereto, to have purchased from the Issuer, a
     participation, to the extent of such Bank's Commitment Percentage, in such
     Letter of Credit and the related Letter of Credit Liabilities, which
     participation shall terminate on the earlier of the expiration date of such
     Letter of Credit or the Termination Date.

          (b) The following additional provisions shall apply to each Letter of
     Credit:

          (i) Borrower shall give Agent and the Issuer notice requesting each
     issuance of a Letter of Credit hereunder as provided in Section 2.15(a)
     hereof and shall furnish such additional information regarding such
     transaction as Agent and the Issuer may

                                      -5-
<PAGE>

     reasonably request. Upon receipt of such notice, Issuer shall promptly
     notify each Bank of the contents thereof and of such Bank's Commitment
     Percentage of the amount of such proposed Letter of Credit.

          (ii) No Letter of Credit may be issued if after giving effect thereto
     the sum of (A) the aggregate outstanding principal amount of Loans plus (B)
     the aggregate Letter of Credit Liabilities with respect to Letters of
     Credit would exceed the Total Commitment. On each day during the period
     commencing with the issuance of any Letter of Credit and until such Letter
     of Credit shall have expired or been terminated, the Commitment of each
     Bank shall be deemed to be utilized for all purposes hereof in an amount
     equal to such Bank's Commitment Percentage of the amount then available for
     drawings under such Letter of Credit (or any unreimbursed drawings under
     such Letter of Credit).

          (iii) Upon receipt from the beneficiary of any Letter of Credit of any
     demand for payment thereunder, the Issuer shall promptly notify Borrower
     and each Bank as to the amount to be paid as a result of such demand and
     the payment date therefor. If at any time prior to the earlier of the
     expiration date of a Letter of Credit or the Termination Date, Issuer shall
     have made a payment to a beneficiary of a Letter of Credit in respect of a
     drawing under such Letter of Credit, each Bank will pay to Issuer promptly
     upon demand by Issuer at any time during the period commencing after such
     payment until reimbursement thereof in full by Borrower, an amount equal to
     such Bank's Commitment Percentage of such payment, together with interest
     on such amount for each day from the date of demand for such payment (or,
     if such demand is made after 11:00 a.m. Houston time on such date, from the
     next succeeding Business Day) to the date of payment by such Bank of such
     amount at a rate of interest per annum equal to the Federal Funds Rate for
     such period.

          (iv) Borrower shall be irrevocably and unconditionally obligated
     forthwith to reimburse Issuer, on the date on which Issuer notifies
     Borrower of the date and amount of any payment by Issuer of any drawing
     under a Letter of Credit, for the amount paid by Issuer upon such drawing,
     without presentment, demand, protest or other formalities of any kind, all
     of which are hereby waived. Such reimbursement may, subject to satisfaction
     of the conditions in Sections 3.01 and 3.02 hereof and to the limitations
     of the Total Commitment (after adjustment in the same to reflect the
     elimination of the corresponding Letter of Credit Liability), be made by a
     Borrowing of Loans. Issuer will pay to each Bank such Bank's Commitment
     Percentage of all amounts received from Borrower for application in
     payment, in whole or in part, in respect of any Letter of Credit, but only
     to the extent such Bank has made payment to Issuer in respect of such
     Letter of Credit pursuant to clause (iii) above.

          (v) Borrower will pay to Agent for the account of each Bank a letter
     of credit fee with respect to each Letter of Credit equal to the greater of
     (x) $250 or (y) the Eurodollar Rate Applicable Margin per annum, multiplied
     by the face amount of each Letter of Credit (and computed on the basis of
     the actual number of days elapsed in a year composed of 360 days), in each
     case for the period from and including the date of issuance of such Letter
     of Credit to and including the date of expiration or termination thereof,
     such fee to be due and payable quarterly in arrears based on the date of
     the issuance thereof.


                                      -6-
<PAGE>

     Agent will pay to each Bank, promptly after receiving any payment in
     respect of letter of credit fees referred to in this clause (v), an amount
     equal to the product of such Bank's Commitment Percentage times the amount
     of such fees. In addition to and cumulative of the above described fees,
     Borrower shall pay to Issuer, quarterly in arrears, based on the date of
     the issuance of the applicable Letter of Credit, a fee in an amount equal
     to 1/8% of the face amount of the applicable Letter of Credit and shall pay
     reasonable and customary fees imposed and expenses incurred by Issuer in
     connection with the issuance or amendment of said Letter of Credit (such
     fees and expense reimbursements to be retained by Issuer for its own
     account).

          (vi) The issuance by Issuer of each Letter of Credit shall, in
     addition to the conditions precedent set forth in Article III hereof, be
     subject to the conditions precedent (A) that such Letter of Credit shall be
     in such form and contain such terms as shall be reasonably satisfactory to
     Issuer and Agent, and (B) that Borrower shall have executed and delivered
     such applications and other instruments and agreements relating to such
     Letter of Credit as Issuer and Agent shall have reasonably requested and
     which are not inconsistent with the terms of this Agreement. In the event
     of a conflict between the terms of this Agreement and the terms of any
     application, the terms of this Agreement shall control.

          (vii) Issuer will send to each Bank, immediately upon issuance of any
     Letter of Credit a true and correct copy of such Letter of Credit.

          (viii) Any Letter of Credit issued under this Agreement shall provide
     for an expiry date which is not later than the earlier of five (5) days
     prior to the Termination Date or twelve (12) months from the issuance date,
     provided, Borrower may request, and Issuer agrees to issue, Letters of
     Credit with expiry dates beyond five (5) days prior to the Termination Date
     if at the time of issuance thereof Borrower pledges to the Agent cash
     collateral in an amount and on such terms and conditions as Agent and
     Issuer may request. Each Letter of Credit which is self-extending beyond
     its expiration date must be cancelable upon no more than thirty (30) days'
     written notice given by the Issuer to the beneficiary of such Letter of
     Credit.

          (ix) The issuance of a Letter of Credit shall constitute the making of
     a Loan except as otherwise expressly set forth herein, and each Letter of
     Credit and all related applications and other documents executed or
     delivered in connection with any Letter of Credit shall be considered Loan
     Documents."

     SECTION 2.08 NEW SECTION 6.12. A new Section 6.12 is hereby added to the
Existing Credit Agreement to read as follows:

          "Section 6.12. Restricted Payments. The Borrower will not, and will
     not permit any of its Subsidiaries to, at any time, declare or make, any
     Restricted Payment unless, immediately after giving effect to such action,
     no Default or Event of Default would exist.


                                      -7-
<PAGE>

     SECTION 2.09 NEW SECTION 7.04. A new Section 7.04 is hereby added to the
Existing Credit Agreement to read as follows:

          "Section 7.04. Preservation of Security for Unmatured Reimbursement
     Obligations. In the event that, following (i) the occurrence and during the
     continuation of an Event of Default and the exercise of any rights
     available to Agent, Issuer or any Bank under the Loan Documents and (ii)
     payment in full of the principal amount then outstanding of and the accrued
     interest on the Loans and fees and all other amounts payable hereunder and
     under the Notes, any Letters of Credit shall remain outstanding and
     undrawn, Agent shall be entitled to hold (and Borrower hereby grants and
     conveys to Agent a security interest in and to) all cash or other Property
     ("Proceeds of Remedies") realized or arising out of the exercise of any
     rights available under the Loan Documents, at law or in equity, including,
     without limitation, the proceeds of any foreclosure, as collateral for the
     payment of any amounts due or to become due under or in respect of such
     outstanding Letters of Credit. Such Proceeds of Remedies shall be held by
     the Agent for the ratable benefit of the Banks. The rights, titles,
     benefits, privileges, duties and obligations of Agent with respect thereto
     shall be governed by the terms and provisions of this Agreement. Agent may,
     but shall have no obligation to, invest any such Proceeds of Remedies in
     such manner as Agent, in the exercise of its sole discretion, deems
     appropriate. Such Proceeds of Remedies shall be applied to amounts owing in
     respect of any such Letters of Credit and/or the payment of Borrower's or
     any Bank's obligations under any such Letter of Credit when such Letter of
     Credit is drawn upon. Nothing in this Section 7.04 shall cause or permit an
     increase in the maximum amount permitted to be outstanding from time to
     time under this Agreement."

                                  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) Notes for each Bank evidencing the increased Commitment of the
     Banks as shown on Schedule 2.01, duly executed by the Borrower.

          (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.

                                      -8-
<PAGE>

          (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, Inc., in the state of the respective incorporation of each
     and in Texas.

          (e) An Amendment to the $200,000,000 Credit Agreement, amending it
     such that the financial covenants contained therein are the same as those
     contained in the Existing Credit Agreement, as amended by this Amendment,
     and containing a modified definition of the Existing Credit Agreement to
     include a reference to all amendments, modifications and restatements
     thereto or thereof.

                                   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
                                  MISCELLANEOUS

     SECTION 5.01 BANKS PARTY TO CREDIT AGREEMENT. Certain of the banks
executing the Existing Credit Agreement originally as Banks no longer wish to be
party thereto (the "Existing Banks") and, from the date of this Amendment
forward, the undersigned parties signing as Banks (the "New Banks") constitute
the Banks under the Existing Credit Agreement. The Existing Banks and the New
Banks (acting through the Agent) shall make appropriate adjustments in payments
for periods prior to the Effective Date such that from and after the Effective
Date the New Banks shall constitute all of the Banks under the Existing Credit
Agreement.

     SECTION 5.02 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 5.03 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,

                                      -9-
<PAGE>


including, without limitation, the reasonable fees and out-of-pocket expenses of
Andrews & Kurth, Mayor, Day, Caldwell & Keeton L.L.P., special counsel to the
Agent.

     SECTION 5.04 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 5.05 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 5.06 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 5.07 GOVERNING LAW. This Amendment shall be governed by, and
construed in accordance with, the laws of the State of Texas.

     SECTION 5.08 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.


                                      -10-

<PAGE>


         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:     /s/ Norman W. Nolen
                               -------------------------------------------------
                       Name:   Norman W. Nolen
                       Title:  Executive Vice President


                       BANKS

                       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:     /s/ H. David Jones
                               -------------------------------------------------
                       Name:   H. David Jones
                       Title:   Vice President


                       FIRST UNION NATIONAL BANK, as successor to CoreStates
                       Bank, N.A.


                       By:     /s/ Roy O. Young
                               -------------------------------------------------

                       Name:   Roy O. Young
                       Title:  Vice President


                       WELLS FARGO BANK (TEXAS), N.A.


                       By:     /s/ Warren R. Ross
                               -------------------------------------------------
                       Name:   Warren R. Ross
                       Title:  Vice President


<PAGE>

                       BANK OF AMERICA, N.A.


                       By:     /s/ Claire Liu
                               -------------------------------------------------
                       Name:   Claire Liu
                       Title:  Managing Director


                       THE BANK OF TOKYO-MITSUBISHI, LTD.


                       By:     /s/ Joey Powell
                               -------------------------------------------------
                       Name:   Joey Powell
                       Title:  Officer


                       By:     /s/ John Mearns
                               -------------------------------------------------
                       Name:   John Mearns
                       Title:  Vice President & Manager


                       FLEET NATIONAL BANK


                       By:     /s/ Alicia Szendiuch
                               -------------------------------------------------
                       Name:   Alicia Szendiuch
                       Title:  Managing Director


                       DEN NORSKE BANK


                       By:     /s/ Sanjiv Nayar
                               -------------------------------------------------
                       Name:   Sanjiv Nayar
                       Title:  Vice President


                       By:     /s/ Theodore S. Jadick, Jr.
                               -------------------------------------------------
                       Name:   Theodore S. Jadick, Jr.
                       Title:  Senior Vice President


<PAGE>

                       THE INDUSTRIAL BANK OF JAPAN, LTD. NEW YORK BRANCH


                       By:     /s/ Michael N. Oakes
                               -------------------------------------------------
                       Name:   Michael N. Oakes
                       Title:  Sr. Vice President, Houston Office


                       BNP PARIBAS


                       By:     /s/ Mike Shryock
                               -------------------------------------------------
                       Name:   Mike Shryock
                       Title:  Vice President


                       By:     /s/ Aurora Abella
                               -------------------------------------------------
                       Name:   Aurora Abella
                       Title:  Vice President


                       COMERICA BANK


                       By:     /s/ T. Bancroft Mattei
                               -------------------------------------------------
                       Name:   T. Bancroft Mattei
                       Title:  Assistant Vice President


                       THE NORTHERN TRUST COMPANY


                       By:     /s/ Carolyn D. Grant
                               -------------------------------------------------
                       Name:   Carolyn D. Grant
                       Title:  Vice President



<PAGE>

                                                                   SCHEDULE 2.01

                           ALLOCATION AND LENDER NAMES

1. THE CHASE MANHATTAN BANK

   Allocation: .................................................$16,000,000.00

               The Chase Manhattan Bank
               712 Main Street
               Houston, Texas 77002
               Attention:  Carl Luna

               Telecopier:  (713) 216-2339

2. BANK OF AMERICA, N.A.


   Allocation: .................................................$15,000,000.00

               Bank of America, N.A.
               333 Clay Street, Suite 4550
               Houston, Texas 77002-4103
               Attention: Claire Liu

               Telecopier: (713) 651-4807

3. FIRST UNION NATIONAL BANK

   Allocation: .................................................$15,000,000.00

               First Union National Bank
               One South Penn Square
               Philadelphia, Pennsylvania 19101
               Attention: Roy O. Young

               Telecopier: (267) 321-6300

4. FLEET NATIONAL BANK

   Allocation: .................................................$15,000,000.00

               Fleet National Bank
               100 Federal Street
               MADE 10008D
               Boston, Massachusetts 02110
               Attention: Suzanne Chomiczewski

               Telecopier: (617) 434-1955


<PAGE>


5. WELLS FARGO BANK (TEXAS), N.A.

   Allocation: .................................................$15,000,000.00

               Wells Fargo Bank (Texas ), N.A.
               1000 Louisiana Street, 3rd Floor
               Houston, Texas 77002
               Attention: Warren Ross

               Telecopier: (713) 739-1082

6. DEN NORSKE BANK

   Allocation: .................................................$15,000,000.00

               Den Norske Bank
               200 Park Avenue, 31st Floor
               New York, New York 10066
               Attention: Sanjiv Nayer

               Telecopier: (212) 681-3900

7. THE INDUSTRIAL BANK OF JAPAN, LTD.

   Allocation: .................................................$15,000,000.00

               The Industrial Bank of Japan, Ltd.
               One Houston Center
               1221 McKinney, Suite 4100
               Houston, Texas 77010
               Attention: Mike Oakes

               Telecopier: (713) 651-9209

8. BNP PARIBAS

   Allocation: .................................................$14,000,000.00

               BNP Paribas
               1200 Smith Street, Suite 3100
               Houston, Texas 77002
               Attention: Craig Pierce

               Telecopier: (713) 659-5228


<PAGE>

9. THE BANK OF TOKYO-MITSUBISHI, LTD.

   Allocation: .................................................$10,000,000.00

               The Bank of Tokyo-Mitsubishi, Ltd.
               1100 Louisiana Street, Suite 2800
               Houston, Texas 77002
               Attention: Joey Powell

               Telecopier: (713) 655-3855

10.COMERICA BANK

   Allocation: .................................................$10,000,000.00

               Comerica Bank
               4100 Spring Valley Road, Suite 400
               Dallas, Texas 75244
               Attention: Bancroft Mattei

               Telecopier: (972) 361-2550

11.THE NORTHERN TRUST COMPANY

   Allocation: .................................................$10,000,000.00

               The Northern Trust Company
               50 South LaSalle Street
               Chicago, Illinois 60675
               Attention: Carolyn Grant

               Telecopier: (312) 444-7023

   Total Allocation: ..........................................$150,000,000.00


</TEXT>
</DOCUMENT>
