<PAGE>

                                                                     EXHIBIT 4.1

      THIS SUPPLEMENTAL INDENTURE, dated as of May 29, 2002 to the Indenture
(herein called the "Indenture"), dated as of June 30, 1998, with respect to the
Issuers' 10 1/4% Senior Notes due 2008 (the "Senior Notes"), is by and among
AMERICAN COMMERCIAL LINES LLC, a Delaware limited liability company (the
"Company"), ACL Capital Corp., a Delaware corporation ("ACL Capital" and
together with the Company, the "Issuers") and The Bank of New York (as successor
trustee to United States Trust Company of New York), as trustee (herein called
the "Trustee").

      PRELIMINARY STATEMENT

      Capitalized terms used and not otherwise defined herein shall have the
meanings ascribed to them in the Indenture.

      Section 9.2 of the Indenture provides that, under certain circumstances, a
supplemental indenture may be entered into by the Issuers and the Trustee with
the written consent of the Holders of at least a majority in aggregate principal
amount of the then outstanding Senior Notes. In accordance with the terms of
Sections 9.2 and 9.6 of the Indenture, the Issuers have, by resolution of the
Board of Managers, authorized this Supplemental Indenture. The Trustee has
determined that this Supplemental Indenture is in form satisfactory to it.

      The Issuers have offered their 11 1/4% Senior Notes due January 1, 2008
("New Senior Notes") and their 12% Pay-In-Kind Senior Subordinated Notes due
July 1, 2008 ("New PIK Notes" and together with the New Senior Notes, the "New
Notes"), in exchange for all of the outstanding Senior Notes (the "Exchange
Offer") pursuant to the Offering Memorandum, Solicitation of Releases, Consents
and Acceptances and Disclosure Statement, dated April 15, 2002 (as the same may
be amended, supplemented or otherwise modified from time to time, the "Offering
Memorandum and Disclosure Statement"), and, in connection therewith, the Issuers
solicited consents to proposed amendments to the Indenture. This Supplemental
Indenture evidences the proposed amendments.

      All things necessary to make this Supplemental Indenture a valid agreement
of the Issuers and the Trustee and a valid amendment of and supplement to the
Indenture have been performed.

      NOW, THEREFORE, THIS SUPPLEMENTAL INDENTURE WITNESSETH:

      For and in consideration of the premises, it is mutually covenanted and
agreed, for the equal and proportionate benefit of all Holders of the Senior
Notes issued under the Indenture from and after the date of this Supplemental
Indenture, as follows:

      Section 1. Amendments to the Indenture.

      1.1   Deletions.

            Each of Section 3.9 (Offer To Purchase By Application of Excess
            Proceeds); Section 4.3 (Reports), Section 4.5 (Taxes), Section 4.7
            (Restricted Payments), Section 4.8 (Dividend and Other Payment
            Restrictions Affecting Subsidiaries), Section 4.9 (Incurrence of
            Indebtedness and Issuance of Preferred Equity), Section 4.10 (Asset
            Sales), Section 4.11 (Transactions With Affiliates), Section 4.12
            (Liens), Section 4.14 (Offer To Repurchase Upon Change of Control),
            Section 4.15 (Senior Debt; Liens), Section 4.16 (Sales of Accounts
            Receivable), Section 4.17 (Sale and Leaseback Transactions), Section
            4.18 (Restriction On Preferred Stock of Subsidiaries), Section 4.19
            (Restrictions On Activities of ACL Capital), Section 4.20 (Payments
            For Consent), Section 4.21 (Additional Subsidiary Guarantees),
            Section 4.22 (Restrictions On Business Activities) and Section 8.3
            (Covenant Defeasance) of the Indenture
<PAGE>
            (collectively, together with those portions of the Indenture
            referred to in Section 1.2 hereof, the "Designated Provisions") is
            hereby deleted in its entirety and replaced with the words
            "Intentionally Omitted."

      1.2   Amendments to Other Sections.

            (a)   Notwithstanding any provision in the Indenture to the
                  contrary, the definition of each capitalized term contained in
                  the Indenture which occurs only within the Designated
                  Provisions as in effect prior to the execution of this
                  Supplemental Indenture, is hereby deleted in its entirety and
                  from the date hereof shall have no force or effect.

            (b)   Section 1.1 of the Indenture is hereby amended as follows:

                  (i)   The definition of the term "Disqualified Stock" is
                        hereby amended and restated as follows:

                  "'Disqualified Stock' means any Capital Stock that, by its
                  terms (or by the terms of any security into which it is
                  convertible, or for which it is exchangeable, at the option of
                  the holder thereof), or upon the happening of any event,
                  matures or is mandatorily redeemable, pursuant to a sinking
                  fund obligation or otherwise, or redeemable at the option of
                  the Holder thereof, in whole or in part, on or prior to the
                  date that is 91 days after the date on which the Notes
                  mature."

                  (ii)  The following terms and definitions are hereby added:

                        (A) "Junior Securities" means any Qualified Capital
                        Stock and any Indebtedness of a Subsidiary Guarantor
                        that is contractually subordinated in right of payment
                        to all Senior Subsidiary Obligations (and any securities
                        issued in exchange for or in replacement of Senior
                        Subsidiary Obligations) at least to the same extent as
                        the Subsidiary Guarantees are subordinated to the Senior
                        Subsidiary Obligations pursuant to this Indenture and
                        has no scheduled installment of principal due, by
                        redemption, sinking fund payment or otherwise, on or
                        prior to the stated maturity of the Senior Notes and the
                        Senior Subordinated Notes."

                        (B) "Qualified Capital Stock" means any Capital Stock
                        that is not Disqualified Stock.

                        (C) "Senior Notes" means the Issuers' senior notes due
                        January 1, 2008.

                        (D) "Senior Subordinated Notes" means the Issuers'
                        senior subordinated notes due July 1, 2008.

                        (E) "Senior Subsidiary Obligations" means (i) Guarantees
                        under the Senior Credit Facilities or a New Credit
                        Facility, (ii) Hedging Obligations, (iii) Guarantees
                        under the Senior Notes, (iv) Guarantees under the Senior
                        Subordinated Notes or (v) any other Indebtedness
                        permitted to be incurred under the terms of this
                        Indenture, unless the instrument under which such
                        Indebtedness is


                                       2
<PAGE>
                        incurred expressly provides that it is subordinated in
                        right of payment to the Senior Notes and the Senior
                        Subordinated Notes.

            (c)   Section 1.2 of the Indenture is hereby amended by adding the
                  following terms and cross references:

<TABLE>
<S>                                                                     <C>
                        "Payment Blockage Notice" .................     10.2.1

                        "Payment Blockage Period" .................     10.2.1

                        "Payment Default" .........................     10.2.1
</TABLE>

            (d)   Section 4.4 of the Indenture is hereby amended by deleting
                  subsection (b) thereof.

            (e)   Section 5.1 of the Indenture is hereby amended by deleting
                  clauses (iv) and (v).

            (f)   Section 6.1 of the Indenture is hereby amended by:

                  (i)   Deleting clauses (c), (e), (f), (g), (h) and (i) in
                        their entirety; and

                  (ii)  Amending and restating Section 6.1(d) as follows:

                        "(d) failure by the Issuers or any of their Subsidiaries
                  for 30 days after receipt by the Issuers of Notice from the
                  Trustee or by the Issuers and the Trustee of notice from the
                  holders of at least 25% in principal amount of Notes then
                  outstanding to comply with Sections 4.1, 4.2, 4.4, 4.6 or 4.13
                  of this Indenture."

            (g)   Section 6.2 of the Indenture is hereby amended and restated as
                  follows:

                        "If any Event of Default occurs and is continuing, the
                  Trustee or the Holders of at least 25% in principal amount of
                  then outstanding Notes may declare all the Notes to be due and
                  payable immediately."

            (h)   Section 7.7 of the Indenture is hereby amended by deleting the
                  second to last paragraph thereof.

            (i)   Section 8.3 of the Indenture is hereby deleted in its
                  entirety:

            (j)   Section 8.4(d) of the Indenture is hereby amended and restated
                  as follows:

                  "no Default or Event of Default shall have occurred and be
                  continuing on the date of such deposit (other than a Default
                  or Event of Default resulting from the incurrence of
                  Indebtedness all or a portion of the proceeds of which will be
                  used to defease the Notes pursuant to this Article Eight
                  concurrently with such incurrence);"

            (k)   Section 9.2 is hereby amended to remove the references to
                  Sections 4.10 and 4.14 in the first parenthetical phrase and
                  to remove the reference to Sections 4.10 and 4.14 in
                  subsection (b) thereof.

            (l)   Section 10.2 of the Indenture is hereby amended and restated
                  in its entirety as follows:


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<PAGE>
                  10.2.1 Ranking of Subsidiary Guarantees.

                        The Issuers and the Subsidiary Guarantors covenant and
                  agree, and each Holder of a Note, by his acceptance thereof,
                  likewise covenants and agrees, that, to the extent and in the
                  manner hereinafter set forth in this Article 10, the
                  Indebtedness represented by the Subsidiary Guarantees is
                  subordinate and junior in right of payment to all Senior
                  Subsidiary Obligations of the Subsidiary Guarantors.

                        No Subsidiary Guarantor may make payment (by set-off or
                  otherwise) on account of any Obligation in respect of the
                  Notes, including the principal of, premium, if any, or
                  interest on the Notes, or on account of the redemption
                  provisions of the Notes (including any repurchases of Notes),
                  for cash or property (other than Junior Securities):

                        (a) Upon the maturity of any Senior Subsidiary
                  Obligations in respect of which it is an obligor or guarantor
                  whether by lapse of time, acceleration (unless waived) or
                  otherwise, unless and until all Obligations in respect of such
                  Senior Subsidiary Obligations are first paid in full in cash
                  and, in the case of Senior Subsidiary Obligations under any
                  New Credit Facility, all letters of credit issued under such
                  New Credit Facility shall either have been terminated or cash
                  collateralized in accordance with the terms thereof; or

                        (b) In the event of default in the payment of any Senior
                  Subsidiary Obligations in respect of which it is an obligor or
                  guarantor, when such Senior Subsidiary Obligation become due
                  and payable, whether at maturity or at a date fixed for
                  prepayment or by declaration or otherwise (a "Payment
                  Default") unless and until such Payment Default has been cured
                  or waived or otherwise has ceased to exist or such Senior
                  Subsidiary Obligations have been paid in full in cash.

                        Upon (i) the happening of an event of default other than
                  a Payment Default that permits the holders of Senior
                  Subsidiary Obligations to declare such Senior Subsidiary
                  Obligations to be due and payable and (ii) written notice of
                  such event of default delivered to the Issuers and the Trustee
                  by the representative under the Senior Credit Facilities, any
                  New Credit Facility, the Senior Notes, the Senior Subordinated
                  Notes or the holder of an aggregate of at least $50.0 million
                  principal amount outstanding of any other Senior Subsidiary
                  Obligations or their representative (a "Payment Blockage
                  Notice"), then, unless and until such event of default has
                  been cured or waived or otherwise has ceased to exist, no
                  payment (by set off or otherwise) may be made by or on behalf
                  of any Subsidiary Guarantor, which is an obligor or guarantor
                  under such Senior Subsidiary Obligation, on account of any
                  Obligation in respect of the Notes, including the principal
                  of, premium, if any, or interest on the Notes (including any
                  repurchase of any of the Notes) or on account of the
                  redemption provisions of the Notes in any such case other than
                  payments made with Junior Securities. Notwithstanding the
                  foregoing, unless the Senior Subsidiary Obligations in respect
                  of which such event of default exists has been declared due
                  and payable in its entirety within 179 days after the Payment
                  Blockage Notice is delivered as set forth above (the "Payment
                  Blockage Period") (and such declaration has not been rescinded
                  or waived) at the end of the Payment Blockage Period, the
                  Subsidiary Guarantors shall be required to pay all sums not
                  previously paid to the Holders of the Notes during the Payment
                  Blockage Period due to the foregoing prohibitions and to
                  resume all other payments as and when due on the Notes.


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<PAGE>
                        Any number of Payment Blockage Notices may be given;
                  provided, that not more than one Payment Blockage Notice shall
                  be given within a period of any 360 consecutive days except
                  that if any Payment Blockage Notice is given by holders of
                  Senior Subsidiary Obligations other than Senior Subsidiary
                  Obligations under the Senior Credit Facilities, any New Credit
                  Facility, the Senior Notes or the Senior Subordinated Notes,
                  then the representative of the Senior Subsidiary Obligations
                  under the Senior Credit Facilities, any such New Credit
                  Facility, the Senior Notes or the Senior Subordinated Notes
                  may give another Payment Blockage Notice, provided that the
                  total number of days during which any Payment Blockage Period
                  or Periods is in effect shall not exceed 179 days during any
                  360 consecutive day period.

                        Upon any payment or distribution by or of the assets of
                  any Subsidiary Guarantor upon any dissolution, winding up,
                  total or partial liquidation or reorganization of the Issuers
                  or a Subsidiary Guarantor, whether voluntary or involuntary,
                  in bankruptcy, insolvency, receivership or a similar
                  proceeding or upon assignment for the benefit of creditors or
                  any marshaling of assets or liabilities (i) the holders of all
                  of such Subsidiary Guarantor's Senior Subsidiary Obligations,
                  as applicable, will first be entitled to receive payment in
                  full in cash and all letters of credit issued under the Senior
                  Credit Facility or any New Credit Facility will either have
                  been terminated or cash collateralized in accordance with
                  terms thereof before the Holders are entitled to receive any
                  payment (other than in the form of Junior Securities) on
                  account of any Obligation in respect of the Notes, including
                  the principal of, premium, if any, and interest on the Notes;
                  and (ii) any payment or distribution by or of the assets of
                  such Subsidiary Guarantor of any kind or character from any
                  source, whether in cash, property or securities (other than
                  Junior Securities) to which the Holders or the Trustee on
                  behalf of the Holders would be entitled (by set-off or
                  otherwise), except for the subordination provisions contained
                  in this Article 10, will be paid by the liquidating trustee or
                  agent or other Person making such a payment or distribution
                  directly to the holders of such Senior Subsidiary Obligations
                  or their representative to the extent necessary to make
                  payment in full in cash on all such Senior Subsidiary
                  Obligations remaining unpaid, after giving effect to any
                  concurrent payment or distribution to the holders of such
                  Senior Subsidiary Obligations.

                        In the event that, notwithstanding the foregoing, any
                  payment or distribution by or of the assets of any Subsidiary
                  Guarantor (other than Junior Securities) shall be received by
                  the Trustee or the Holders at a time when such payment or
                  distribution is prohibited by the foregoing provisions, such
                  payment or distribution shall be held in trust for the benefit
                  of the holders of such Senior Subsidiary Obligations, and
                  shall be immediately paid or delivered by the Trustee or such
                  Holders, as the case may be, to the holders of such Senior
                  Subsidiary Obligations remaining unpaid or to their
                  representative or representatives, or to the trustee or
                  trustees under any indenture pursuant to which any instruments
                  evidencing any of such Senior Subsidiary Obligations may have
                  been issued, ratably according to the aggregate principal
                  amounts remaining unpaid on account of such Senior Subsidiary
                  Obligations held or represented by each, for application to
                  the payment of all such Senior Subsidiary Obligations
                  remaining unpaid, to the extent necessary to pay all such
                  Senior Subsidiary Obligations in full in cash after giving
                  effect to any concurrent payment or distribution to the
                  holders of such Senior Subsidiary Obligations.


                                       5
<PAGE>
                        Senior Subsidiary Obligations shall not be deemed to
                  have been paid in full unless the holders thereof shall have
                  received cash, securities or other property equal to the
                  amount of such Senior Subsidiary Obligations then outstanding.
                  Upon the payment in full of all Senior Subsidiary Obligations,
                  the Holders of Notes shall be subrogated to all rights of any
                  holders of Senior Subsidiary Obligations to receive any
                  further payments or distributions applicable to the Senior
                  Subsidiary Obligations until the Senior Subsidiary Obligations
                  evidenced by the Notes shall have been paid in full, and such
                  payments or distributions received by such Holders, by reason
                  of such subrogation, of cash, securities or other property
                  which otherwise would be paid or distributed to the holders of
                  Senior Subsidiary Obligations, shall, as between the
                  Subsidiary Guarantors and their creditors other than the
                  holders of Senior Subsidiary Obligations, on the one hand, and
                  such Holders, on the other hand, be deemed to be a payment by
                  the Issuers on account of Senior Subsidiary Obligations, and
                  not on account of the Notes.

                        The provisions of this Section 10.2.1 shall not impair
                  any rights, interests, remedies or powers of any secured
                  creditor of the Issuers in respect of any security interest
                  the creation of which is not prohibited by the provisions of
                  this Indenture.

                        The securing of any obligations of the Issuers,
                  otherwise ranking on a parity with the Notes or ranking junior
                  to the Notes, shall not be deemed to prevent such obligations
                  from constituting, respectively, obligations ranking on a
                  parity with the Notes or ranking junior to the Notes.

                  10.2.2 Reliance on Certificate of Liquidating Agent; Further
                  Evidence as to Ownership of Senior Subsidiary Obligations.

                        Upon any payment or distribution of assets of the
                  Issuers or any Subsidiary Guarantor, the Trustee and the
                  Holders shall be entitled to rely upon an order or decree
                  issued by any court of competent jurisdiction in which such
                  dissolution or winding-up or liquidation or reorganization
                  proceedings are pending or upon a certificate of the trustee
                  in bankruptcy, receiver, assignee for the benefit of creditors
                  or other Person making such payment or distribution, delivered
                  to the Trustee or to the Holders, for the purpose of
                  ascertaining the Persons entitled to participate in such
                  distribution, the holders of the Senior Subsidiary Obligations
                  and other Indebtedness of the Subsidiary Guarantors, the
                  amount thereof or payable thereon, the amount or amounts paid
                  or distributed thereon and all other facts pertinent thereto
                  or to this Article 10. In the absence of any such bankruptcy
                  trustee, receiver, assignee or other Person, the Trustee shall
                  be entitled to rely upon a written notice by a Person
                  representing himself to be a holder of Senior Subsidiary
                  Obligations (or a trustee or representative on behalf of such
                  holder) as evidence that such Person is a holder of Senior
                  Subsidiary Obligations (or is such a trustee or
                  representative). If the Trustee determines, in good faith,
                  that further evidence is required with respect to the right of
                  any Person as a holder of Senior Subsidiary Obligations to
                  participate in any payment or distribution pursuant to this
                  Article 10, the Trustee may request such Person to furnish
                  evidence to the reasonable satisfaction of the Trustee as to
                  the amount of Senior Subsidiary Obligations held by such
                  Person, as to the extent to which such Person is entitled to
                  participate in such payment or distribution, and as to other
                  facts pertinent to the rights of such Person under this
                  Article 10, and if such evidence is not furnished, the Trustee
                  may defer any payment to such Person pending judicial
                  determination as to the right of such Person to receive such
                  payment.


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<PAGE>
                  10.2.3 Application by Trustee of Assets Deposited with It.

                        Amounts deposited in trust with the Trustee pursuant to
                  and in accordance with Article 8 shall be for the sole benefit
                  of Holders of Notes subject thereto and, to the extent
                  allocated for the payment of such Notes, shall not be subject
                  to the subordination provisions of this Article 10. Otherwise,
                  any deposit of assets with the Trustee (whether or not in
                  trust) for the payment of the principal of or any premium or
                  interest on any Notes shall be subject to the provisions of
                  this Article 10; provided, however, if prior to one Business
                  Day preceding the date on which by the terms of this Indenture
                  any such assets may become distributable for any purpose
                  (including, without limitation, the payment of the principal
                  of or any premium or interest on any Note) the Trustee shall
                  not have received with respect to such assets the Officers'
                  Certificate or written notice provided for in Section 10.2.4,
                  then the Trustee shall have full power and authority to
                  receive such assets and to apply the same to the purpose for
                  which they were received.

                  10.2.4 Trustee Not Charged with Knowledge of Prohibition.

                        Anything in this Article 10 or elsewhere in this
                  Indenture contained to the contrary notwithstanding, the
                  Trustee shall not at any time be charged with knowledge of the
                  existence of any facts which would prohibit the making of any
                  payment of moneys to or by Trustee and shall be entitled to
                  assume conclusively that no such facts exist, unless and until
                  the Trustee shall have received an Officers' Certificate to
                  that effect or notice in writing to that effect signed by or
                  on behalf of the holder or holders, or their representatives,
                  of Senior Subsidiary Obligations who shall have been certified
                  by the Issuers or otherwise established to the reasonable
                  satisfaction of the Trustee to be such holder or holders or
                  representatives or from any trustee under any indenture
                  pursuant to which such Senior Subsidiary Obligations shall be
                  outstanding; provided, however, that, if the Trustee shall not
                  have received the Officers' Certificate or notice provided for
                  in this Section 10.2.4 at least one Business Day preceding the
                  date upon which by the terms hereof any such moneys may become
                  payable for any purpose (including, without limitation, the
                  payment of the principal of or any premium or interest on any
                  Note), then, anything herein contained to the contrary
                  notwithstanding, the Trustee shall have full power and
                  authority to receive such moneys and apply the same to the
                  purpose for which they were received and shall not be affected
                  by any notice to the contrary which may be received by it
                  within one Business Day preceding such date. The Issuers shall
                  give prompt written notice to the Trustee and to each Paying
                  Agent of any facts which would prohibit any payment of moneys
                  to or by the Trustee or any Paying Agent, and the Trustee
                  shall not be charged with knowledge of the curing of any
                  default or the elimination of any other fact or condition
                  preventing such payment or distribution unless and until the
                  Trustee shall have received an Officers' Certificate to such
                  effect.

                  10.2.5 Trustee to Effectuate Subordination.

                        Each Holder of Notes by his acceptance thereof
                  authorizes and directs the Trustee on his behalf to take such
                  action as may be necessary or appropriate to effectuate the
                  subordination as between such Holder and holders of Senior
                  Subsidiary Obligations as provided in this Section 10.2.5 and
                  appoints the Trustee its attorney-in-fact for any and all such
                  purposes, including, in the event of any dissolution,


                                       7
<PAGE>
                  winding-up, liquidation or reorganization of the Issuers
                  (whether in bankruptcy, insolvency or receivership proceedings
                  or upon an assignment for the benefit of creditors of the
                  Issuers), the immediate filing of a claim for the unpaid
                  balance of his Notes in the form required in said proceedings
                  and cause said claim to be approved. If the Trustee does not
                  file a proper claim or proof of debt in the form required in
                  such proceeding prior to 30 days before the expiration of the
                  time to file such claim or claims, then the holders of the
                  Senior Subsidiary Obligations or their representative is
                  hereby authorized to have the right to file and is hereby
                  authorized to file an appropriate claim for and on behalf of
                  the Holders of said Notes. Nothing herein contained shall be
                  deemed to authorize the Trustee or the holders of Senior
                  Subsidiary Obligations or their representative to authorize or
                  consent to or accept or adopt on behalf of any Holder of Notes
                  any plan of reorganization, arrangement, adjustment or
                  composition affecting the Securities or the rights of any
                  Holder thereof, or to authorize the Trustee or the holders of
                  Senior Subsidiary Obligations or their representative to vote
                  in respect of the claim of any Holder of Notes in any such
                  proceeding.

                  10.2.6 Rights of Trustee as Holder of Senior Subsidiary
                  Obligation.

                        The Trustee shall be entitled to all the rights set
                  forth in this Article 10 with respect to any Senior Subsidiary
                  Obligations which may at the time be held by it, to the same
                  extent as any other holder of Senior Subsidiary Obligations
                  and nothing in this Indenture shall deprive the Trustee of any
                  of its rights as such holder. Nothing in this Article 10 shall
                  apply to claims of, or payments to, the Trustee under or
                  pursuant to Section 7.7.

                  10.2.7 Article Applicable to Paying Agents.

                        In case at any time any Paying Agent other than the
                  Trustee shall have been appointed by the Issuers and be then
                  acting hereunder, the term "TRUSTEE" as used in this Article
                  10 shall in such case (unless the context shall otherwise
                  require) be construed as extending to and including such
                  Paying Agent within its meaning as fully for all intents and
                  purposes as if the Paying Agent were named in this Article 10
                  in addition to or in place of the Trustee; provided, however,
                  that Sections 10.2.4 and 10.2.6 shall not apply to the Issuers
                  if they act as Paying Agent.

                  10.2.8 Subordination Rights Not Impaired by Acts or Omissions
                  of the Issuers or Subsidiary Guarantors or Holders of Senior
                  Subsidiary Obligations.

                        No right of any present or future holders of any Senior
                  Subsidiary Obligations to enforce subordination as herein
                  provided shall at any time in any way be prejudiced or
                  impaired by any act or failure to act on the part of the
                  Issuers or any Subsidiary Guarantor or by any act or failure
                  to act, in good faith, by any such holder, or by any
                  noncompliance by the Issuers or any Subsidiary Guarantor with
                  the terms, provisions and covenants of this Indenture,
                  regardless of any knowledge thereof which any such holder may
                  have or be otherwise charged with. The holders of Senior
                  Subsidiary Obligations may, at any time or from time to time
                  and in their absolute discretion, change the manner, place or
                  terms of payment, change or extend the time of payment of, or
                  renew or alter, any such Senior Subsidiary Obligations, or
                  amend or supplement any instrument pursuant to which any such
                  Senior Subsidiary Obligations are issued or by which it may be
                  secured, or release any security therefor,


                                       8
<PAGE>
                  or exercise or refrain from exercising any other of their
                  rights under the Senior Subsidiary Obligation, including,
                  without limitation, the waiver of default thereunder, all
                  without notice to or assent from the Holders of the Notes or
                  the Trustee and without affecting the obligations of the
                  Issuers, the Subsidiary Guarantors, the Trustee or the Holders
                  of Notes under this Article 10.

                  10.2.9 Holders of Senior Subsidiary Obligations.

                        The Trustee shall not be deemed to owe any fiduciary
                  duty to the holders of the Senior Subsidiary Obligations, and
                  shall not be liable to any such holders if it shall mistakenly
                  pay over or distribute money or assets to Holders of Notes or
                  the Issuers.

            (m)   Section 10.4 is hereby amended by deleting the last paragraph
                  thereof.

            (n)   Section 10.5 is hereby amended by deleting subsection (c) and
                  deleting the word "and" at the end of subsection (b) thereof
                  and replace ";" with ".".

            (o)   Section 11.2 of the Indenture is hereby amended and restated
                  by replacing the name and address of the Trustee with the
                  following:

                  "The Bank of New York
                  5 Penn Plaza, 13th Fl.
                  New York, New York 10001
                  Telecopier No.: (212) 896-7298
                  Attention: Corporate Trust Administration"

      Section 2. Effectiveness; Termination.

      (a) This Supplemental Indenture is entered into pursuant to and consistent
with Section 9.2 of the Indenture, and nothing herein shall constitute an
amendment, supplement or waiver requiring the approval of each Holder pursuant
to clauses (a) through (h) of the last paragraph of Section 9.2.

      (b) This Supplemental Indenture shall become effective and binding on the
Issuers, the Subsidiary Guarantors, the Trustee and the Holders of the Senior
Notes upon the execution and delivery by the parties to this Supplemental
Indenture; provided, however, that the provisions of the Indenture referred to
in Section 1 above (such provisions being referred to as the "Amended
Provisions") will remain in effect in the form they existed prior to the
execution of this Supplemental Indenture, the deletions and amendments of the
Amended Provisions will not become operative, and the terms of the Indenture
will not be amended, modified or deleted, in each case unless and until the date
and time, if any (the "Closing Date"), that the Issuers accept for exchange
pursuant to the Exchange Offer the outstanding Senior Notes validly tendered in
exchange for the New Notes. On the Closing Date, the Amended Provisions will
automatically be deleted or modified as contemplated by Section 1 above.

      Section 3. Miscellaneous.

      (a) On and after the Closing Date, each reference in the Indenture to "the
Indenture," "this Indenture," "hereunder," "hereof" or "herein" shall mean and
be a reference to the Indenture as supplemented by this Supplemental Indenture
unless the context otherwise requires.


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<PAGE>
      (b) Except as specifically amended above, the Indenture shall remain in
full force and effect and is hereby ratified and confirmed.

      (c) This Supplemental Indenture shall be construed and enforced in
accordance with, and interpreted under, the internal laws of the State of New
York, without reference to the conflict of laws provisions thereof.

      (d) This Supplemental Indenture may be executed in several counterparts,
all of which together shall constitute one agreement binding on all parties,
notwithstanding that all parties have not signed the same counterpart.

      (e) Section titles are for descriptive purposes only and shall not control
or alter the meaning of this Supplemental Indenture as set forth in the text.

      (f) The Trustee accepts the trusts created by the Indenture, as
supplemented by this Supplemental Indenture, and agrees to perform the same upon
the terms and conditions of the Indenture, as supplemented by this Supplemental
Indenture.

      (g) Each of the Issuers and the Trustee hereby confirms and reaffirms the
Indenture in every particular except as amended by this Supplemental Indenture.

      (h) All agreements of the Issuers in this Supplemental Indenture shall
bind its successors and assigns whether so expressed or not. All agreements of
the Trustee in this Supplemental Indenture shall bind its successors and assigns
whether so expressed or not.

      (i) In case any provision in this Supplemental Indenture shall be invalid,
illegal or unenforceable, the validity, legality and enforceability of the
remaining provisions shall not in any way be affected or impaired thereby.

      (j) Nothing in this Supplemental Indenture, express or implied, shall give
to any Person, other than the parties hereto and their successors under the
Indenture and the Holders, any benefit or any legal or equitable right, remedy
or claim under the Indenture.

      (k) This Supplemental Indenture shall be interpreted to comply in every
respect with the Trust Indenture Act of 1939, as amended (the "TIA"). If any
provision of this Supplemental Indenture limits, qualifies or conflicts with the
duties imposed by the TIA, the imposed duties shall control and remain
obligatory.

      IN WITNESS WHEREOF, the Issuers and the Trustee have caused this
Supplemental Indenture to be duly executed by their respective officers
thereunto duly authorized all as of the day and year first written above.

AMERICAN COMMERCIAL LINES LLC
as Co-Issuer

By:  /s/ Robert G. Burns
     ----------------------------
Its:
     ----------------------------

ACL CAPITAL CORP.
as Co-Issuer

By:  /s/ Robert G. Burns
     ----------------------------
Its:
     ----------------------------

THE BANK OF NEW YORK
As Trustee

By:  /s/ Margaret M. Ciesmelewski
     ----------------------------
Its: Vice President
     ----------------------------


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