**Exhibit 10.2****REGISTRATION RIGHTS AGREEMENT ASSIGNMENT**     This Registration Rights Agreement Assignment (this “Assignment”) dated as of October 6,2005, by and among American Commercial Lines Inc., a Delaware corporation (the “Company”), HY IInvestments, L.L.C., a Delaware limited liability company (“HY I”), GVI Holdings, Inc., a Delawarecorporation (“GVI”) and each of the other parties listed on the signature pages hereof (each,including GVI, an “Additional Party” and collectively, the “Additional Parties”)W I T N E S S E T H     WHEREAS, the Company and HY I are parties to that certain Registration Rights Agreement datedas of January 12, 2005, as amended (the “Registration Rights Agreement”);     WHEREAS, the Company is in the process of offering (the “Public Offering”) shares of itsauthorized common stock, par value $0.01 per share (“Company Common Stock”), to the public and hasfiled a Registration Statement on Form S-1 (the “Registration Statement”) in connection therewith;     WHEREAS, HY I wishes to distribute (the “Distribution”) certain of its shares of CompanyCommon Stock to certain parties including the Additional Parties immediately prior to the Companyentering into a Purchase Agreement with the underwriters to effect the Public Offering (the“Purchase Agreement”);     WHEREAS, the Additional Parties are Permitted Assignees (as defined in the Registration RightsAgreement) that wish to become parties to the Registration Rights Agreement     WHEREAS, GVI wishes to sell in the Public Offering pursuant to the Registration RightsAgreement certain of the shares of Company Common Stock it receives in the Distribution.     NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, thereceipt and adequacy of which is hereby acknowledged, the parties hereto hereby agree as follows:     1. Assignment and Agreement to be Bound. Effective simultaneously with theDistribution, (i) HY I herby assigns to each of the Additional Parties its rights under theRegistration Rights Agreement, (ii) HY I shall remain a Holder (as defined in the RegistrationAgreement) after giving effect to such assignment, (iii) each such Additional Party shall become aHolder for all purposes of the Registration Rights Agreement, and (iv) each Additional Partyhereby agrees to be bound by the terms of the Registration Rights Agreement as a Holder.     2. Representations and Warranties. HY I and the Additional Parties hereby representand warrant to the Company that simultaneously with the Distribution, each Additional Party will bea Permitted Transferee.
 

 
     3. Information for Indemnification Purposes. For purposes of the Registration RightsAgreement (including Section 7 thereof) and the Purchase Agreement (including Section 6 thereof),all information relating to HY I or GVI included in the Registration Statement and each relatedpreliminary prospectus, prospectus, amendment and supplement was provided by HY I and GVI to theCompany specifically for inclusion therein, including, without limitation, all information relatingto HY I and GVI contained in the prospectus under the captions “Risk Factors-Risks Related to OurOffering and Our Common Stock” and “Principal and Selling Stockholders.”     4. Effect of Assignment; Entire Agreement. The Registration Rights Agreement shallremain in full force and effect without amendment but with giving effect the assignment providedfor herein. This Assignment embodies the entire agreement and understanding between the Company andthe Holders in respect of the subject matter contained herein.     5. Governing Law; Jurisdiction. THIS FIRST AMENDMENT SHALL BE GOVERNED EXCLUSIVELYBY, CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.     6. Counterparts and Facsimile Execution. This Assignment may be executed in anynumber of counterparts and each of such counterparts shall for all purposes be deemed to be anoriginal, and all such counterparts together shall together constitute one and the same instrument.This Assignment may be executed by facsimile signatures.     Any capitalized terms used herein but not defined herein shall have the meanings ascribed tosuch terms in the Registration Rights Agreement.     IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to be duly executedand delivered as of the date first above provided.         **AMERICAN COMMERCIAL LINES INC.**          By:             Name:     Title:           **HY I INVESTMENTS, L.L.C.**          By:             Name:     Title:           **GVI HOLDINGS, INC.**          By:             Name:     Title:  
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