payment of no less than $100,000,000, (ii) the Parent has, on a pro forma basis immediatelyafter giving effect to such distribution, a First Lien Leverage Ratio of not more than 3.25to 1.0, (iii) no Default or Event of Default shall have occurred and be continuing or wouldresult therefrom; and (iv) at least 30% of the pro forma consolidated equity and debtcapitalization of Parent and its Subsidiaries (calculated to include all fees and expensesincurred in connection with the amendment of the Existing Indenture after the date hereof orthe repayment of any obligations under the Existing Indenture after the date hereof,including, without limitation, all fees and expenses incurred in connection with anyfinancing used to refinance the Existing Indenture) consists of equity contributions ofPermitted Holders and their Affiliates (other than Parent and its Subsidiaries),”          (b) Clause (i) of Section 6.9 to the Credit Agreement is hereby amended by and restated in itsentirety to read as follows:          “(i) on or after January 1, 2011, Parent may make one-time quarterly distributions orother payments (and Borrowers and their Subsidiaries may make one-time quarterlydistributions or other payments to Parent for the sole purpose of allowing Parent to makesuch onetime quarterly distributions or other payments) to Permitted Holders and theirAffiliates in an amount not to exceed $65,000,000 in the aggregate during any calendar year,so long as (i) the Loan Parties have, for the 30 day period immediately prior to making anysuch distribution or other payment, Average Daily Availability of not less than$100,000,000, (ii) the Loan Parties have Availability of not less than $100,000,000immediately after giving effect to any such distribution or other payment, no Default orEvent of Default shall have occurred and be continuing or would result therefrom the Parent,on a pro forma basis immediately after giving effect to any such distribution or otherpayment, a First Lien Leverage Ratio of not more than 3.25 to 1.0, and (v) the Parent has,on a pro forma basis after giving effect to any such distribution or other payment, a FixedCharge Coverage Ratio (calculated on trailing twelve month basis recomputed for the mostrecent month for which financial statements have been delivered) of not less than 1.2 to1.0,”          (c) Section 14.1(a) is hereby amended by replacing the “.” at the end thereof with “;” andinserting the following new proviso at the end of such subsection:“provided, further, however, that no such waiver, amendment, orconsent shall, unless in writing and signed by Lenders whose aggregate Pro Rata Shares(calculated under clause (c) of the definition of Pro Rata Shares) exceeds 662/3%, Agent andAdministrative Borrower, amend, modify, or eliminate any of the provisions of Section6.9.”     2. This Amendment shall not become effective until all of the following conditions precedentshall have been satisfied in the sole discretion of Agent or waived by Agent:          (a) Amendment. Agent shall have received this Amendment fully executed.
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          (b) Representations and Warranties. The representations and warranties set forthherein and in the Credit Agreement (other than any such representations or warranties that, bytheir 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.
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     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 reaffirms eachand every term and condition set forth in the Credit Agreement, as amended hereby, and the LoanDocuments 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]
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     IN WITNESS WHEREOF, the parties have entered into this Amendment as of the date firstabove written.      **COMMERCIAL BARGE LINE COMPANY,**