by their terms, are specifically made as of a date other than the date hereof) must be true andcorrect in all material respects.     3. Representations and Warranties. Parent and each Borrower represents and warrants asfollows:          (a) Authority. Each has the requisite corporate or limited liability company (asapplicable) power and authority to execute and deliver this Amendment, and to perform itsobligations hereunder and under the Loan Documents (as amended or modified hereby) to which it is aparty. The execution, delivery and performance by Parent and each Borrower of this Amendment havebeen duly approved by all necessary corporate or limited liability company action (as applicable).          (b) Enforceability. This Amendment has been duly executed and delivered by Parent andeach Borrower. This Amendment and each Loan Document (as amended or modified hereby) is the legal,valid and binding obligation of Parent and each Borrower, enforceable against Parent and eachBorrower in accordance with its terms, except as enforcement may be limited by equitable principlesor by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limitingcreditors’ rights generally, and is in full force and effect.          (c) Representations and Warranties. The representations and warranties contained ineach Loan Document (other than any such representations or warranties that, by their terms, arespecifically made as of a date other than the date hereof) are true and correct in all materialrespects on and as of the date hereof as though made on and as of the date hereof.          (d) No Default. No event has occurred and is continuing that constitutes a Default orEvent of Default.     4. Choice of Law. The validity of this Amendment, the construction, interpretation,and enforcement hereof, and the rights of the parties hereto with respect to all matters arisinghereunder or related hereto shall be determined under, governed by, and construed in accordancewith the laws of the State of New York.     5. Counterparts. This Amendment may be executed in any number of counterparts and bydifferent parties and separate counterparts, each of which when so executed and delivered, shall bedeemed an original, and all of which, when taken together, shall constitute but one and the sameinstrument. Delivery of an executed counterpart of a signature page to this Amendment bytelefacsimile or other electronic method of transmission shall be equally as effective as deliveryof an original executed counterpart of this Amendment. Any party delivering an executed counterpartof this Amendment by telefacsimile or other electronic method of transmission shall also deliver anoriginal executed counterpart of this Amendment but the failure to deliver an original executedcounterpart shall not affect the validity, enforceability and binding effect of this Amendment.
2

 
     6. Reference to and Effect on the Loan Documents.          (a) Upon and after the effectiveness of this Amendment, each reference in the Credit Agreementto “this Agreement”, “hereunder”, “hereof’ or words of like import referring to the CreditAgreement, and each reference in the other Loan Documents to “the Credit Agreement”, “thereof’ orwords of like import referring to the Credit Agreement, shall mean and be a reference to the CreditAgreement as modified and amended hereby.          (b) Except as specifically set forth in this Amendment, the Credit Agreement and all otherLoan Documents, are and shall continue to be in full force and effect and shall constitute thelegal, valid, binding and enforceable obligations of Parent and each Borrower to Agent and Lenderswithout defense, offset, claim or contribution.     7. Ratification. Parent and each Borrower hereby restates, ratifies and reaffirmseach and every term and condition set forth in the Credit Agreement, as amended hereby, and theLoan Documents effective as of the date hereof.     8. Integration. This Amendment, together with the other Loan Documents, incorporatesall negotiations of the parties hereto with respect to the subject matter hereof and is the finalexpression and agreement of the parties hereto with respect to the subject matter hereof.     9. Severability. Each provision of this Amendment shall be severable from every otherprovision of this Amendment for the purpose of determining the legal enforceability of any specificprovision.     10. Submission of Amendment. The submission of this Amendment to the parties or theiragents or attorneys for review or signature does not constitute a commitment by Agent or any Lenderto waive any of their respective rights and remedies under the Loan Documents, and this Amendmentshall have no binding force or effect until all of the conditions to the effectiveness of thisAmendment have been satisfied as set forth herein.[Remainder of Page Left Intentionally Blank]
3

 
     IN WITNESS WHEREOF, the parties have entered into this Amendment as of the date first abovewritten.      **COMMERCIAL BARGE LINE COMPANY,**