KEX Kirby Corporation

Item 1.01. Entry into a Material Definitive Agreement.

On July 29, 2022, Kirby Corporation ("Kirby") entered into a credit agreement (the “2027 Credit Agreement”) with a group of commercial banks that replaces Kirby’s amended and restated credit agreement previously in place (the "2024 Credit Agreement") with a $500 million revolving credit facility and a term loan facility in an amount of $250 million with a maturity date of July 29, 2027 (the "Maturity Date"). The 2027 Credit Agreement provides for a variable interest rate based on the Secured Overnight Financing Rate (“SOFR”) or a base rate calculated with reference to the prime rate quoted by The Wall Street Journal, the Federal Reserve Bank of New York Rate plus 0.5%, or the adjusted SOFR rate for a one month interest period plus 1.0%, among other factors (the “Alternate Base Rate”). The interest rate varies with Kirby’s credit rating and is currently 137.5 basis points over SOFR or 37.5 basis points over the Alternate Base Rate. Revolving credit loans are repayable on the Maturity Date. The term loan is repayable in quarterly installments commencing December 31, 2022, in increasing percentages of the original principal amount of the loan, with the remaining unpaid balance of $43.8 million payable on the Maturity Date, assuming no prepayment. The 2027 Credit Agreement contains covenants including an interest coverage ratio and debt-to-capitalization ratio. In addition to financial covenants, the 2027 Credit Agreement contains covenants that, subject to exceptions, restrict debt incurrence, mergers and acquisitions, sales of assets, dividends and investments, liquidations and dissolutions, capital leases, transactions with affiliates, and changes in lines of business. The 2027 Credit Agreement specifies certain events of default, upon the occurrence of which the maturity of the outstanding loans may be accelerated, including the failure to pay principal or interest, violation of covenants and default on other indebtedness, among other events. Borrowings under the 2027 Credit Agreement may be used for general corporate purposes, including acquisitions. As of July 29, 2022, Kirby had outstanding borrowings under the 2027 Credit Agreement revolving credit facility of $35.0 million and outstanding borrowings under the 2027 Credit Agreement term loan facility of $250.0 million. The proceeds were used to repay $285.0 million in borrowings previously outstanding under the 2024 Credit Agreement, which was then terminated.