EXHIBIT 10.1**AMENDMENT NO. 2 TO AGREEMENTS**     This AMENDMENT NO. 2 TO AGREEMENTS (this “Amendment”), dated as of October 13, 2005 is amongthe lending institutions from time to time party to the Loan Agreement (as defined below) (suchfinancial institutions, together with their respective successors and assigns, are referred tohereinafter each individually as a “Lender” and collectively as “Lenders”), BANK OF AMERICA, N.A.,as administrative agent and as collateral agent for the Lenders (in its capacity as administrativeagent and collateral agent, the “Agent”), AMERICAN COMMERCIAL LINES LLC, a limited liabilitycompany formed under the laws of Delaware (referred to hereinafter as “ACL”), JEFFBOAT LLC, alimited liability company formed under the laws of Delaware (“Jeffboat”), AMERICAN COMMERCIALTERMINALS LLC, a limited liability company formed under the laws of Delaware (referred tohereinafter as “Terminals”), HOUSTON FLEET LLC, a limited liability company formed under the lawsof Delaware (referred to hereinafter as “Houston”), AMERICAN COMMERCIAL BARGE LINE LLC, a limitedliability company formed under the laws of Delaware (referred to hereinafter as “ACBL”), andLOUISIANA DOCK COMPANY LLC, a limited liability company formed under the laws of Delaware (referredto hereinafter as “Dock”; and together with ACL, Jeffboat, Terminals, ACBL and Houston, each,individually a “Borrower” and collectively, the “Borrowers”) and each of the other ObligatedParties (as defined in the Loan Agreement) signatory to this Amendment.**RECITALS**     WHEREAS, the Lenders, the Agent, the Syndication Agent, the Co-Documentation Agents, theBorrowers and the other Obligated Parties entered into that certain Amended and Restated LoanAgreement, dated as of February 11, 2005 (as amended, restated, renewed, extended, replaced,supplemented, substituted or otherwise modified from time to time, the “Loan Agreement”); and     WHEREAS, the Agent and the Obligated Parties entered into that certain Amended and RestatedSecurity Agreement, dated as of February 11, 2005 (as amended, restated, renewed, extended,replaced, supplemented, substituted or otherwise modified from time to time, the “SecurityAgreement”); and     WHEREAS, the Lenders, the Agent, the Borrowers and the other Obligated Parties have agreed tomodify the terms of the Loan Agreement, Security Agreement and the other Loan Documents as setforth in this Amendment.     NOW, THEREFORE, in consideration of the foregoing and for other good and valuableconsideration, the receipt and sufficiency of which are hereby acknowledged by the parties hereto,the parties hereto hereby agree as follows:     1.      **Definitions.**Terms used in this Amendment which are capitalized and not otherwise definedherein shall have the meanings ascribed to such terms in the Loan Agreement.     2.      **Modifications To Loan Agreement.**The Loan Agreement is hereby modified as
 

 
follows:     (a)      Section 1.01 of the Loan Agreement is hereby amended as follows:          (i)      The definition of “Applicable Margin” is hereby amended in its entirety asfollows:          ““Applicable Margin” means as of the Amendment No. 2 Effective Date,          (a)      with respect to Base Rate Loans and all other Obligations, 0% per annum,and          (b)      with respect to LIBOR Loans, 1.25% per annum          in each case subject to adjustment from time to time thereafter to theapplicable margin specified corresponding to the Consolidated Senior Leverage Ratio,as set forth below, respectively:         Consolidated Senior LIBOR Rate  Base Rate Leverage Ratio Loans  Loans > 4.0:1.0  1.75%  0.0 > 3.0:1.0,but < 4.0:1.0  1.50%  0.0 > 2.0:1.0, but < 3.0:1.0  1.25%  0.0 < 2.0:1.0  1.00%  0.0           For the purpose of determining any such adjustments to the Applicable Margin,the Consolidated Senior Leverage Ratio, shall be calculated for a four fiscalquarter period of Holdings and established by the first day of the second monthfollowing the end of each fiscal quarter of Holdings, beginning with the fiscalquarter ending March 31, 2006 (the first adjustment will be for the month commencingMay 1, 2006). If an Event of Default exists at the time any reduction in theApplicable Margin is to be implemented, such reduction shall not occur until thefirst day of the calendar month following the date on which such Event of Default isno longer continuing.”          (ii)      The definition of “Fee Letter” is hereby amended in its entirety as follows:          ““Fee Letter” means that certain letter agreement dated as of February11, 2005 among the Borrowers, the other Obligated Parties, the Syndication Agent andthe Agent, as supplemented by the Supplemental Fee Letter.”          (iii)      The definition of “Letter of Credit Subfacility” is hereby amended and restatedin its entirety as follows:          ““Letter of Credit Subfacility” means $20,000,000.”
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          (iv)      The definition of “Stated Termination Date” is hereby amended and restated in itsentirety as follows:          ““Stated Termination Date” means October ___, 2010.”          (v)      The following definition(s) are hereby added to Section 1.01 of the Loan Agreement:          ““Amendment No. 2 Effective Date” means October ___, 2005.”          ““Supplemental Fee Letter” means that certain Supplemental Fee Letterdated as of the Amendment No. 2 Effective Date among the Borrowers, the otherObligated Parties and the Agent.”     (b)      Section 2.13 of the Loan Agreement is hereby amended and restated in its entirety asfollows:          “(a)      Unused Line Fee. Subject to Section 9.14, until the RevolvingLoans have been paid in full and this Agreement and the Commitments are terminated,the Borrowers agree to pay to the Agent, for the account of the Lenders inaccordance with their respective Pro Rata Shares, on the first day of each calendarquarter (commencing October 1, 2005) and on the Termination Date, an unused line fee(the “Unused Line Fee”) equal to (i) if, as of the beginning of any fiscal calendarquarter, the Consolidated Senior Leverage Ratio (calculated for a four fiscalquarter period of Holdings and determined as of the last day of the immediatelypreceding fiscal calendar quarter) is equal to or greater than 4.0:1.0,three-eighths of one percent (.375%) per annum, multiplied by the amount by whichthe Maximum Revolver Amount exceeded the sum of the average daily Aggregate RevolverOutstandings during the immediately preceding calendar quarter or shorter period ifcalculated for the first calendar quarter following the Amendment No. 2 EffectiveDate or on the Termination Date, or (ii) if, as of the beginning of any fiscalcalendar quarter, the Consolidated Senior Leverage Ratio (calculated for a fourfiscal quarter period of Holdings and determined as of the last day of theimmediately preceding fiscal calendar quarter) is less than 4.0:1.0, one-quarter ofone percent (.25%) per annum, multiplied by the amount by which the Maximum RevolverAmount exceeded the sum of the average daily Aggregate Revolver Outstandings duringthe immediately preceding calendar quarter or shorter period if calculated for thefirst calendar quarter following the Amendment No. 2 Effective Date or on theTermination Date. Subject to Section 9.14, the Unused Line Fee shall be computed onthe basis of a 360 day year for the actual number of days elapsed. For purposes ofcalculating the Unused Line Fee pursuant to this Section 2.13, any payment receivedby the Agent (if received prior to 12:00 noon (Chicago, Illinois time)) shall bedeemed to be credited to the Borrowers’ Loan Account on the Business Day suchpayment is received by the Agent.”          (c)      The Loan Agreement is hereby amended by adding the following new Section
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2.14 immediately following Section 2.13:          “2.14 Increase of Revolver Amount.          (a)      ACL, on behalf of the Borrowers, may at any time deliver a written requestto Agent to increase the Maximum Revolver Amount. Any such written request shallspecify the amount of the increase in the Maximum Revolver Amount that Borrowers arerequesting, provided, that, (i) in no event shall the aggregate amount of any suchincrease in the Maximum Revolver Amount cause the Maximum Revolver Amount to exceed$350,000,000, (ii) such request shall be for an increase of not less than$50,000,000, (iii) any such request shall be irrevocable, and (iv) in no event shallmore than one such written request be delivered to Agent in any year. At the timeof the sending of such notice, ACL (in consultation with the Agent) shall specifythe time period within which each Lender is requested to respond (which shall in noevent be less than thirty (30) Business Days from the date of delivery of suchnotice to the Lenders).          (b)      Upon the receipt by Agent of any such written request, Agent shall promptlynotify each of the Lenders of such request and each Lender shall have the option(but not the obligation) to increase the amount of its Commitment by an amount up toits Pro Rata Share of the amount of the increase in the Maximum Revolver Amountrequested by ACL as set forth in the notice from Agent to such Lender. Each Lendershall notify Agent within the agreed upon time period after the receipt of suchnotice from Agent whether it is willing to so increase its Commitment, and if so,the amount of such increase; provided, that, no Lender shall be obligated to providesuch increase in its Commitment and the determination to increase the Commitment ofa Lender shall be within the sole and absolute discretion of such Lender. If theaggregate amount of the increases in the Commitments received from the Lenders doesnot equal or exceed the amount of the increase in the Maximum Revolver Amountrequested by ACL, Agent may seek additional increases from Lenders or Commitmentsfrom such Eligible Assignees as it may determine, after consultation with ACL. Inthe event Lenders (or Lenders and any such Eligible Assignees, as the case may be)have committed in writing to provide increases in their Commitments or newCommitments in an aggregate amount in excess of the increase in the Maximum RevolverAmount requested by ACL or permitted hereunder, Agent shall then have the right toallocate such commitments, first to Lenders and then to Eligible Assignees, in suchamounts and manner as Agent may determine, after consultation with ACL.          (c)      The Maximum Revolver Amount shall be increased by the amount of theincrease in Commitments from Lenders or new Commitments from Eligible Assignees, ineach case selected in accordance with Section 2.14(a) above, for which Agent hasreceived acceptances thirty (30) days after the date of the request by ACL for theincrease or such earlier date as Agent and ACL may agree (but subject to thesatisfaction of the conditions set forth below), whether or not the aggregate amountof the increase in Commitments and new Commitments,
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as the case may be, equal or exceed the amount of the increase in the MaximumRevolver Amount requested by ACL in accordance with the terms hereof, effective onthe date that each of the following conditions have been satisfied:          (i)      Agent shall have received from each Lender or Eligible Assignee that isproviding an additional Commitment as part of the increase in the Maximum RevolverAmount, an Assignment and Acceptance duly executed by such Lender or EligibleAssignee and each Borrower, provided, that, the aggregate Commitments set forth insuch Assignment and Acceptance(s) shall be not less than the requested increase inthe Maximum Revolver Amount;          (ii)      the conditions precedent to the making of Revolving Loans set forth inSection 4.02 of the Loan Agreement shall be satisfied as of the date of the increasein the Maximum Revolver Amount, both before and after giving effect to suchincrease;          (iii)      Agent shall have received an opinion of counsel to Borrowers in form andsubstance and from counsel reasonably satisfactory to Agent and Lenders addressingsuch matters as Agent may reasonably request (including an opinion as to noconflicts with other Indebtedness);          (iv)      such increase in the Maximum Revolver Amount on the date of theeffectiveness thereof shall not violate any applicable law, regulation or order ordecree of any court or other Governmental Authority and shall not be enjoined,temporarily, preliminarily or permanently; and          (v)      there shall have been paid to the Agent and each Lender (including anyEligible Assignee delivering an Assignment and Acceptance as provided for above)providing an additional Commitment in connection with such increase in the MaximumRevolver Amount all fees and expenses due and payable to such Person pursuant toSection 9.04 of the Loan Agreement.          (d)      This Section shall supersede any provisions in Section 9.03 to thecontrary.          (e)      As of the effective date of any such increase in the Maximum RevolverAmount, each reference to the term Maximum Revolver Amount herein, and in any of theother Loan Documents shall be deemed amended to mean the amount of the MaximumRevolver Amount specified in the most recent written notice from Agent to ACL of theincrease in the Maximum Revolver Amount.”     (d)      Clause (c) of Section 5.04 of the Loan Agreement is hereby amended and restated in itsentirety as follows:          “(c)      commencing with the first fiscal month after the month in which UnusedAvailability on any date falls below $40,000,00, as soon as practicable, but in noevent later than 30 days after the end of each fiscal month of
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Holdings (other than any fiscal month which is also the end of a fiscal quarterfor Holdings), monthly unaudited consolidated balance sheets of Holdings and itsSubsidiaries and related consolidated statements of earnings and cash flows of theHoldings and its Subsidiaries for the prior fiscal month and the then elapsedportion of the fiscal quarter, fairly presenting the financial condition and resultsof operations of the Holdings and its Subsidiaries on a consolidated basis inaccordance with GAAP, subject to normal year-end audit adjustments and the absenceof footnotes; provided, however, that if Unused Availability is greater than$75,000,000 for more than 30 consecutive days and no Event of Default exists and iscontinuing, then the Obligated Parties may cease delivering monthly financials underthis clause (c) unless Unused Availability again falls below $40,000,000.”     (e)      Clause (a) of Section 5.06 of the Loan Agreement is hereby amended and restated in itsentirety as follows:          “(a) so long as no Event of Default exists and Unused Availability is greaterthan $75,000,000, to visit and inspect the financial records and the Collateral ofthe Obligated Parties or any Subsidiary one (1) time per fiscal year at reasonabletimes and upon reasonable notice; after an Event of Default or if UnusedAvailability is $75,000,000 or less to visit and inspect the financial records andthe Collateral of the Obligated Parties or any Subsidiary as often and at such timesas Agent and Lenders elect,”     (f)      Clause (c) of Section 5.06 of the Loan Agreement is hereby amended and restated in itsentirety as follows:          “(c) to conduct evaluations and appraisals of (i) the Borrowers’ practices inthe computation of the Borrowing Base and (ii) the assets included in the BorrowingBase (except that Lender shall conduct a Vessel Appraisal if and only if an Event ofDefault exists and is continuing or if Unused Availability is $75,000,000 or lessfor three (3) days during any calendar month) and, in connection with the foregoing,to pay the reasonable fees and expenses in connection therewith,”     (g)      Clause (c) of Section 6.01 of the Loan Agreement is hereby amended to delete therefrom thereference to “$3,000,000” and to replace therefor a reference to “$7,500,000”.     (h)      Clause (f) of Section 6.01 of the Loan Agreement is hereby amended to delete therefrom thereference to “$1,000,000” and to replace therefor a reference to “$20,000,000”.     (i)      Clause (l) of Section 6.01 of the Loan Agreement is hereby amended to delete therefrom thereference to “$1,000,000” and to replace therefor a reference to “$20,000,000”.     (j)      Clause (n) of Section 6.02 of the Loan Agreement is hereby amended to
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     delete therefrom the reference to “$1,000,000” and to replace therefor a reference to“$20,000,000”.     (k)      Clause (l) of Section 6.03 of the Loan Agreement is hereby amended to delete therefrom thereference to “$3,500,000” and to replace therefor with the following: “if Unused Availability isgreater than or equal to $40,000,000, $25,000,000; if Unused Availability is less than $40,000,000,$15,000,000. Notwithstanding the forgoing, if at the time Unused Availability falls below$40,000,000 and there are Investments in excess of $15,000,000 outstanding which were previouslypermitted under this Section, then the existence of such Investments which were previouslypermitted shall not cause a Default or an Event of Default unless for a ninety (90) consecutive dayperiod, Unused Availability is less than $40,000,000 and the outstanding Investments exceeds$15,000,000.”     (l)      Clause (b) of Section 6.04 of the Loan Agreement is hereby amended and restated in itsentirety as follows:          “(b) Neither the Obligated Parties nor any Subsidiary shall engage in anyAsset Sale otherwise permitted under paragraph (a) above unless (1) such Asset Saleis for consideration at least 85% of which is cash, (2) such consideration is atleast equal to the fair market value of the assets being sold, transferred, leasedor disposed of, and (3) the value (which shall be equal to the amount which theLenders would advance against such assets being sold pursuant to the terms of thisAgreement) of all assets sold, transferred, leased or disposed of pursuant to thisparagraph (b) shall not exceed $20,000,000 in any fiscal year (“Annual Cap”);provided, that the provisions of this Section 6.04(b) shall not apply to Asset Salespermitted by clauses (A) and (B) of Section 6.04(a)(iii) and the limitations setforth in Section 6.04(b)(iii) shall not apply to the sale by any Obligated Party ofits Equity Interests in any non-Domestic Subsidiaries or any Asset Sales by anynon-Domestic Subsidiary. Any portion of the Annual Cap not used in any fiscal yearshall not be permitted to be carried over to any subsequent fiscal year.”     (m)      Section 6.04 of the Loan Agreement is hereby amended by adding the following new Section6.04(c) immediately following Section 6.04(b):          “(c) Permitted Acquisitions. Notwithstanding anything to the contrarycontained in the Loan Agreement, so long as no Default or Event of Default hasoccurred and is continuing and shall not have occurred after giving effect to any ofthe transactions otherwise permitted pursuant to this Section 6.04(c), Holdings orany of its Subsidiaries may acquire all or a substantial part of the assets orproperty or Equity Interests of any Person or any business unit or division of anyPerson (the “Target”), subject to the satisfaction of each of the followingconditions (in each case, a “Permitted Acquisition”):          (i) Agent shall have received at least 15 Business Days’ prior written noticeof such proposed Permitted Acquisition, which notice shall include
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a reasonably detailed description of such proposed Permitted Acquisition orshall include a copy of the acquisition agreement;          (ii) the Target’s assets shall only comprise a business of the type engaged inby Borrowers as of the date hereof or ancillary businesses reasonably related to, orstrategically important to, the business engaged in by Borrowers as of the datehereof; provided however that the Accounts, Inventory, Equipment and Vessels of theTarget shall not be included in the Borrowing Base without the prior written consentof Agent;          (iii) (A) if the Borrowers, after giving effect to the Permitted Acquisition,shall have pro forma Unused Availability of not less than $25,000,000 for the twelve(12) months following the date of the Permitted Acquisition, as determined by theChief Financial Officer or Treasurer of ACL, the calculation of which shall bereasonably acceptable to Agent, then the total cash and noncash consideration(including, without limitation, assumption of Indebtedness) for all PermittedAcquisitions during each fiscal year shall not exceed $50,000,000 in the aggregate;and (B) if the Borrowers, after giving effect to the Permitted Acquisition, shallhave (y) a pro forma projected Consolidated Senior Leverage Ratio of less than4.25:1.0 as of the last day of each of the four (4) fiscal quarters following thedate of the Permitted Acquisition and (z) pro form Unused Availability of not lessthan $40,000,000 during the twelve (12) month period following the date of thePermitted Acquisition, in each case, as determined by the Chief Financial Officer orTreasurer of ACL, the calculation of which shall be reasonably acceptable to Agent,then the total cash and noncash consideration (including, without limitation,assumption of Indebtedness) for all Permitted Acquisitions shall not be limited;          (iv) concurrently with the closing of any Permitted Acquisition, Agent will begranted a first priority perfected security interest in and lien on (subject tosecurity interests and liens permitted pursuant to Section 9.8 of the LoanAgreement) all assets acquired by a Borrower or Guarantor as of the date of suchPermitted Acquisition or the capital stock of the Target on the same terms andconditions as set forth in Security Agreement or Pledge Agreement, as applicable,and the Target shall have executed such documents and taken such actions as may bereasonably required by Agent in connection therewith;          (v) concurrently with delivery of the notice referred to in clause (i) above,Borrowers shall have delivered to Agent, in form and substance reasonablysatisfactory to Agent, a pro forma consolidated balance sheet, income statement andcash flow statement of Holdings and its Subsidiaries giving effect to such PermittedAcquisition, based on Holding’s most recent quarterly financial statements and onassumptions believed by the Borrowers to be reasonable at the time made;          (vi) on or prior to the date of such Permitted Acquisition, Agent shall havereceived copies of the acquisition agreement, related agreements and
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instruments, opinions, certificates, lien search results and other documentsreasonably requested by Agent; and          (vii) concurrently with consummation of the Permitted Acquisition, ACL shallhave delivered to Agent a certificate stating that the conditions set forth inclauses (i) through (iv) above have been satisfied and that ACL has delivered to theAgent the documents requested in clauses (v) and (vi) above.”     (n)      Clause (a) of Section 6.05 of the Loan Agreement is hereby amended and restated in itsentirety as follows:          “(a) Declare or pay, directly or indirectly, any dividend or make any otherdistribution (by reduction of capital or otherwise), whether in cash, property,securities or a combination thereof, with respect to any of its Equity Interests(other than non-cash distributions of restricted Equity Interests in any ObligatedParty or any options to purchase Equity Interests in any Obligated Party granted toany employees or directors of any Obligated Party) or directly or indirectly redeem,purchase, retire or otherwise acquire for value (or permit any Subsidiary topurchase or acquire) any of its Equity Interest or set aside any amount for any suchpurpose; provided, however, that after the Amendment No. 2Effective Date, (i) any Borrower or Guarantor may, during any fiscal year, declareand pay dividends or make other distributions ratably to its shareholders of up to$25,000,000 in the aggregate provided that as of the date that any such dividend ordistribution is declared and paid (A) no Default or Event of Default exists and iscontinuing or would exist after giving effect to any such dividend or distribution,(B) Agent and Lenders have received the financial statements required to bedelivered under Section 5.04(a) (the “Audited Financial Statements”) for theimmediately preceding fiscal year, (C) for the thirty (30) consecutive day periodimmediately prior to such date and after giving effect to any such dividend ordistribution, Borrowers have Unused Availability of not less than $25,000,000, (D)after giving effect to such dividend or distribution, the aggregate amount of suchdividends and distributions during such fiscal year shall not be greater than$25,000,000, and (E) after giving effect to such dividend or distribution, Borrowersshall have pro forma Unused Availability of not less than $25,000,000 during thetwelve (12) months following the date of such dividend or distribution, asdetermined by the Chief Financial Officer or Treasurer of ACL, the calculation ofwhich shall be reasonably acceptable to Agent, and (ii) any Borrower or Guarantormay declare and pay dividends or make other distributions ratably to itsshareholders and without limitation as to amount provided that as of the date thatany such dividend or distribution is declared and paid (A) no Default or Event ofDefault exists and is continuing or would exist after giving effect to any suchdividend or distribution, (B) Agent and Lenders have received the Audited FinancialStatements for the immediately preceding fiscal year, (C) for the thirty (30)consecutive day period immediately prior to such date and after giving effect to anysuch dividend or distribution, Borrowers have Unused Availability of not less than$50,000,000, and (D) after giving effect to such
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dividend or distribution, Borrowers shall have pro forma Unused Availability ofnot less than $50,000,000 during the twelve (12) months following the date of suchdividend or distribution and shall have pro forma Consolidated Senior Leverage Ratioof not greater than 4.25:1.0 as of the last day of each of the four (4) fiscalquarters ending after the date such dividend or distribution, in each case, asdetermined by the Chief Financial Officer or Treasurer of ACL, the calculations ofwhich shall be reasonably acceptable to Agent. In addition to and not in limitationof the foregoing, so long as no Default or Event of Default exists and iscontinuing, in the event that Non-U.S. Persons (as defined below) acquire EquityInterests in any Obligated Party equal to or in excess of twenty-five (25%) percent,in the aggregate, of such Obligated Party’s issued and outstanding Equity Interests,such Obligated Party shall be permitted to repurchase all or some of the sharesacquired in the most recent trade(s) by Non-U.S. Persons until such time as, aftergiving effect to such repurchase, such Non-U.S. Persons’ Equity Interests in suchObligated Party is between 24% and 25%, in the aggregate, of the Equity Interests ofsuch Obligated Party. As used herein, “Non-U.S. Persons” shall mean any Person thatis not a “United States person” as defined under Section 7701(a)(30) of the Code.”     (o)      Clause (D) of Section 6.08(b) of the Loan Agreement is hereby amended and restated in itsentirety as follows:     “(D) in addition to the prepayments permitted to be made with proceeds of theHoldings initial public offering pursuant to the letter agreement Re: Consent toSenior Notes Prepayment dated as of July 1, 2005 among Obligated Parties and Agent,from and after the Amendment No. 2 Effective Date (1) Obligated Parties may prepayprincipal Indebtedness under the Maritime Lien Notes or the Senior Notes in anaggregate amount not to exceed $25,000,000 per annum provided that (v) ACL providesAgent with ten (10) days prior written notice of any intended payment and as of thedate of any such payment, (w) no Default or Event of Default exists and iscontinuing or would exist after giving effect to any such dividend or distribution,(x) for the thirty (30) consecutive day period immediately prior to such date andafter giving effect to any such payment, Borrowers have Unused Availability of notless than $25,000,000, (y) after giving effect to such prepayment, the aggregateamount of such prepayments for such year shall not be greater than $25,000,000, and(z) after giving effect to such prepayment, Borrowers shall have pro forma UnusedAvailability of not less than $25,000,000 for the twelve (12) months following thedate of such dividend or distribution, as determined by the Chief Financial Officeror Treasurer of ACL, the calculation of which shall be reasonably acceptable toAgent, and (2) Obligated Parties may prepay principal Indebtedness under theMaritime Lien Notes or the Senior Notes without limitation as to amount providedthat (w) ACL provides Agent with ten (10) days prior written notice of any intendedpayment and as of the date of any such payment, (x) no Default or Event of Defaultexists and is continuing or would exist after giving effect to any such dividend ordistribution, (y) for the thirty (30) consecutive day period immediately prior tosuch date and after giving effect to any such payment, Borrowers have Unused
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Availability of not less than $50,000,000, and (z) after giving effect to suchprepayment, Borrowers shall have pro forma Unused Availability of not less than$50,000,000 during the twelve (12) months following the date of such prepayment andpro forma Consolidated Senior Leverage Ratio of not greater than 4.25:1.0 as of thelast day of each of the four (4) fiscal quarters ending after the date of suchprepayment, in each case, as determined by the Chief Financial Officer or Treasurerof ACL, the calculation of which shall be reasonably acceptable to Agent.”     (p)      Section 6.09 of the Loan Agreement is hereby amended and restated in its entirety asfollows:          “6.09 [Intentionally omitted].”     (q)      Section 6.10 of the Loan Agreement is hereby amended and restated in its entirety asfollows:          “6.10 [Intentionally omitted].”     (r)      Section 6.11 of the Loan Agreement is hereby amended and restated in its entirety asfollows:          “6.11 Consolidated Senior Leverage Ratio. In the event that UnusedAvailability is less than $40,000,000 at any time, permit the Consolidated SeniorLeverage Ratio as of the end of any fiscal quarter thereafter to be in excess of4.25:1.0; provided, however, that if Unused Availability is greater than $40,000,000for more than 30 consecutive days and no Event of Default then exists, then theConsolidated Senior Leverage Ratio shall then cease being tested under this Section6.11 unless Unused Availability again falls below $40,000,000.”     (s)      Clause (f) of Section 7.01 of the Loan Agreement is hereby amended to delete therefrom thereference to “$2,500,000” and to replace therefore a reference to “$5,000,000”.     (t)      Increase in Non-Ratable Loans. Notwithstanding anything to the contrary containedin Section 8.14(a)(i), the Agent may on any Settlement Date permit Non-Ratable Loans in anaggregate principal amount not to exceed Fifteen Million Dollars ($15,000,000) to remainoutstanding, while requiring Settlement of the other outstanding Non-Ratable Loans.     3.      **Modifications To Security Agreement**.     (a)      Section 4.13(a) of the Security Agreement is hereby amended to delete from the seventhsentence thereof the clause “and withdrawals by such Grantor shall not be permitted.” and toreplace therefor the phrase “that Company may direct the disposition of funds in any lockbox orBlocked Account until the Collateral Agent has delivered a Control Notice to the depository bank(as defined below), and after the date on which the Collateral Agent notifies the depository bankthat it is withdrawing such Control Notice.
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     (b)      Section 4.13(a) of the Security Agreement is further hereby amended to insert thefollowing paragraph to the end of such Section:     “Notwithstanding anything to the contrary contained in the Security Agreement or any otherLoan Document, upon the occurrence and during the continuance of a Cash Dominion Trigger Event (asdefined below), Agent may deliver a Control Notice (as defined below)to the depository bank atwhich the Blocked Account is maintained and Agent shall, at the request of Borrower, rescind suchControl Notice at such time that a Cash Dominion Trigger Event does not exist for a period of notless than ninety (90) consecutive days. Each Obligated Party agrees that, from and after the dateon which Agent shall have delivered a Control Notice to the depository bank(s) at which the BlockedAccounts are located and, until such time, if any, as such Control Notice is rescinded by Agent inaccordance with the immediately preceding sentence, all payments made to such Blocked Accounts orother funds received and collected by Agent or any Lender, whether in respect of the AccountsReceivables, as proceeds of Inventory or other Collateral or otherwise shall be treated as paymentsto Agent and Lenders in respect of the Obligations and therefore shall constitute the property ofAgent and Lenders to the extent of the then outstanding Obligations. Neither Agent nor any Lenderassumes any responsibility for any Blocked Account arrangement, including without limitation, anyclaim of accord and satisfaction or release with respect to deposits accepted by any bankthereunder. Alternatively, upon the occurrence of a Cash Dominion Trigger Event, Agent mayestablish depository accounts (collectively, the “Depository Accounts”) in the name of Agent at abank or banks for the deposit of such funds and Credit Parties shall deposit all proceeds ofCollateral or cause same to be deposited, in kind, in such Depository Accounts of Agent in lieu ofdepositing same to the Blocked Accounts. As used in this Section 3, “Cash Dominion Trigger Event”shall mean, as of any date of determination, (a) the occurrence and continuance of a Default orEvent of Default or (b) Unused Availability on such date being less than $40,000,000; and “ControlNotice” shall mean a written notice delivered instructing the depository bank at which the BlockedAccount is maintained to comply with instructions originated by Agent with respect to the depositaccount that is covered thereby without further consent of Borrower or any Guarantor.”     4.      **Acknowledgments.**Each Obligated Party acknowledges and represents that:     (a)      after giving effect to this Amendment, no Default or Event of Default under the LoanDocuments shall have occurred;     (b)      as of the date of this Amendment, no default by the Lenders or the Agent in theperformance of their respective duties under the Loan Agreement, the Security Agreement or theother Loan Documents has occurred;     (c)      after giving effect to this Amendment, all representations and warranties contained hereinand in the Loan Documents are true and correct as though made on and as of the date of thisAmendment, except to the extent any such representation or warranty is made as of a specified date,in which case such representation or warranty shall have been true and correct as of such date,after giving effect to this Amendment,;     (d)      all necessary actions and proceedings required by the Loan Agreement in connection withthis Amendment, applicable law or regulation and the transactions contemplated
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thereby have been duly and validly taken in accordance with the terms thereof, and allrequired consents thereto under any agreement, document or instrument to which the ObligatedParties are a party, and all applicable consents or approvals of governmental authorities, havebeen obtained; and     (e)      this Amendment is a modification of an existing obligation and is not intended to be anovation.     5.      **Continued Effectiveness of Loan Documents**. Each of the Obligated Parties hereby (a)confirms and agrees that each Loan Document to which it is a party is, and shall continue to be, infull force and effect without any defense, claim, counterclaim, right or claim of set-off and ishereby ratified and confirmed in all respects except that on and after the Amendment Effective Dateall references in any such Loan Document to “the Loan Agreement”, “thereto”, “thereof”,“thereunder” or words of like import referring to the Loan Agreement or Security Agreement shallmean the Loan Agreement or Security Agreement, as the case may be, as amended by this Amendment,and (b) confirms and agrees that to the extent that any such Loan Document purports to assign orpledge to Agent, or to grant to Agent a security interest in or lien on, any collateral as securityfor the Obligations of the Obligated Parties from time to time existing in respect of the LoanAgreement and the Loan Documents, such pledge, assignment and/or grant of the security interest orlien is hereby ratified and confirmed in all respects.     6.      **Receipt of Proceeds of ACL, Inc. IPO**. Within six (6) Business Days from the Amendment No.2 Effective Date, ACL, Inc. shall have received the proceeds from an initial public offering of itscommon stock, with such proceeds being used by the Borrowers to make the Senior Notes Prepayment asprovided for under the letter Re: Consent to Senior Notes Prepayment dated as of July 1, 2005 amongObligated Parties and Agent, and to make a mandatory prepayment to Agent, for the benefit ofLenders, in an amount of not less than $55,000,000. Agent shall apply such prepayment against theObligations in such order and manner as Agent may elect.     7.      **Conditions To Effectiveness.**This Amendment shall become effective only upon satisfactionin full of the following conditions precedent (the first date upon which all such conditions havebeen satisfied being herein called the “Amendment Effective Date”):     (a)      ACL, Inc. shall have completed an initial public offering of its common stock.     (b)      No Event of Default shall have occurred and be continuing on the Amendment Effective Dateor result from this Amendment becoming effective in accordance with its terms.     (c)      The Agent shall have received counterparts of this Amendment which bear the signatures ofthe Borrowers, the Guarantors and the Agent on behalf of the Lenders.     (d)      The Borrowers shall have paid to Agent, for itself, the Lenders or any other applicableCredit Provider or Person, the fees due under and pursuant to the Supplemental Fee Letter.     8.      **Miscellaneous.**
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     (a)      The validity, interpretation and enforcement of this Amendment in any dispute arising outof the relationship between the parties hereto, whether in contract, tort, equity or otherwiseshall be governed by the internal laws of the State of New York, without reference to the conflictsof law principles thereof.     (b)      This Amendment and the Loan Documents constitute the sole agreement of the parties withrespect to the subject matter thereof and supersede all oral negotiations and prior writings withrespect to the subject matter thereof. No amendment of this Amendment, and no waiver of any one ormore of the provisions hereof shall be effective unless set forth in writing and signed by theparties hereto. This Amendment shall constitute a Loan Document for all purposes of the LoanAgreement and the other Loan Documents.     (c)      The illegality, unenforceability or inconsistency of any provision of this Amendment orany Loan Document shall not in any way affect or impair the legality, enforceability or consistencyof the remaining provisions of this Amendment or the Loan Documents.     (d)      This Amendment and the Loan Documents are intended to be consistent. However, in theevent of any inconsistencies among this Amendment and any of the Loan Documents, the terms of thisAmendment, then the Loan Agreement, shall control.     (e)      At Agent’s request, the Obligated Parties shall execute and deliver such additionaldocuments and take such additional actions as Agent reasonably requests to effectuate theprovisions and purposes of this Amendment and to protect and/or maintain perfection of Agent’s andLenders’ security interests in and liens upon the Collateral.     (f)      This Amendment shall be binding upon and inure to the benefit of each of the partieshereto and their respective successors and assigns.     (g)      This Amendment may be executed in any number of counterparts and by the different partieson separate counterparts. Each such counterpart shall be deemed an original, but all suchcounterparts shall together constitute one and the same agreement.**[SIGNATURE PAGES FOLLOW]**
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     IN WITNESS WHEREOF, the parties have entered into this Amendment on the date first abovewritten.      BORROWERS: