<PAGE>
                                                                  EXECUTION COPY

                                                                    EXHIBIT 4.31

                     REVOLVING CREDIT AND GUARANTY AGREEMENT

                                      AMONG

                          AMERICAN COMMERCIAL LINES LLC
   A DEBTOR AND A DEBTOR-IN-POSSESSION UNDER CHAPTER 11 OF THE BANKRUPTCY CODE
                                   AS BORROWER

                     AMERICAN COMMERCIAL LINES HOLDINGS LLC

                                       AND

                 THE SUBSIDIARIES OF THE BORROWER NAMED HEREIN,
                    EACH A DEBTOR AND A DEBTOR-IN-POSSESSION
                     UNDER CHAPTER 11 OF THE BANKRUPTCY CODE
                                  AS GUARANTORS

                                       AND

                            THE LENDERS PARTY HERETO,

                                       AND

                              JPMORGAN CHASE BANK,
                  AS ADMINISTRATIVE AGENT, DOCUMENTATION AGENT
                              AND COLLATERAL AGENT

                          J.P. MORGAN SECURITIES INC.,
                                 AS BOOK MANAGER
                                       AND
                                  LEAD ARRANGER

                                       AND

                      GENERAL ELECTRIC CAPITAL CORPORATION,
                             AS CO-SYNDICATION AGENT

                                       AND

                                  BANK ONE, NA
                             AS CO-SYNDICATION AGENT

                          DATED AS OF JANUARY 31, 2003
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                                TABLE OF CONTENTS

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SECTION 1.            DEFINITIONS...............................................................................    2
         SECTION 1.01               Defined Terms...............................................................    2
         SECTION 1.02               Terms Generally.............................................................   19
SECTION 2.            AMOUNT AND TERMS OF CREDIT................................................................   20
         SECTION 2.01               Commitments of the Lenders..................................................   20
         SECTION 2.02               Borrowing Base..............................................................   20
         SECTION 2.03               Letters of Credit...........................................................   21
         SECTION 2.04               Issuance....................................................................   23
         SECTION 2.05               Nature of Letter of Credit Obligations Absolute.............................   23
         SECTION 2.06               Making of Loans.............................................................   23
         SECTION 2.07               Repayment of Loans; Evidence of Debt........................................   24
         SECTION 2.08               Interest on Loans...........................................................   25
         SECTION 2.09               Default Interest............................................................   25
         SECTION 2.10               Optional Termination or Reduction of Commitment.............................   25
         SECTION 2.11               Alternate Rate of Interest..................................................   26
         SECTION 2.12               Refinancing of Loans........................................................   26
         SECTION 2.13               Mandatory Prepayment; Commitment Termination; Cash Collateral...............   27
         SECTION 2.14               Optional Prepayment of Loans; Reimbursement of Lenders......................   27
         SECTION 2.15               Reserve Requirements; Change in Circumstances...............................   29
         SECTION 2.16               Change in Legality..........................................................   30
         SECTION 2.17               Pro Rata Treatment, etc.....................................................   31
         SECTION 2.18               Taxes.......................................................................   31
         SECTION 2.19               Certain Fees................................................................   32
         SECTION 2.20               Commitment Fee..............................................................   32
         SECTION 2.21               Letter of Credit Fees.......................................................   32
         SECTION 2.22               Nature of Fees..............................................................   33
         SECTION 2.23               Priority and Liens..........................................................   33
         SECTION 2.24               Right of Set-Off............................................................   34
         SECTION 2.25               Security Interest in Letter of Credit Account...............................   35
         SECTION 2.26               Payment of Obligations......................................................   35
         SECTION 2.27               No Discharge; Survival of Claims............................................   35
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                                TABLE OF CONTENTS
                                   (CONTINUED)

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         SECTION 2.28               Use of Cash Collateral......................................................   35
SECTION 3.            REPRESENTATIONS AND WARRANTIES............................................................   35
         SECTION 3.01               Organization and Authority..................................................   35
         SECTION 3.02               Due Execution...............................................................   36
         SECTION 3.03               Statements Made.............................................................   36
         SECTION 3.04               Financial Statements........................................................   36
         SECTION 3.05               Ownership...................................................................   37
         SECTION 3.06               Liens.......................................................................   37
         SECTION 3.07               Compliance with Law.........................................................   37
         SECTION 3.08               Insurance...................................................................   38
         SECTION 3.09               Use of Proceeds.............................................................   38
         SECTION 3.10               Litigation..................................................................   38
SECTION 4.            CONDITIONS OF LENDING.....................................................................   38
         SECTION 4.01               Conditions Precedent to Initial Loans and Initial Letters of Credit.........   38
         SECTION 4.02               Conditions Precedent to Each Loan and Each Letter of Credit.................   41
SECTION 5.            AFFIRMATIVE COVENANTS.....................................................................   43
         SECTION 5.01               Financial Statements, Reports, etc..........................................   43
         SECTION 5.02               Corporate Existence.........................................................   45
         SECTION 5.03               Insurance...................................................................   45
         SECTION 5.04               Obligations and Taxes.......................................................   46
         SECTION 5.05               Notice of Event of Default, etc.............................................   46
         SECTION 5.06               Access to Books and Records.................................................   46
         SECTION 5.07               Maintenance of Concentration Account........................................   46
         SECTION 5.08               Borrowing Base Certificate..................................................   47
         SECTION 5.09               Collateral Monitoring and Review............................................   47
         SECTION 5.10               Certificates of Ownership and Encumbrance...................................   47
SECTION 6.            NEGATIVE COVENANTS........................................................................   47
         SECTION 6.01               Liens.......................................................................   47
         SECTION 6.02               Merger, etc.................................................................   48
         SECTION 6.03               Indebtedness................................................................   48
</TABLE>

                                       ii
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                                TABLE OF CONTENTS
                                   (CONTINUED)

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         SECTION 6.04               Capital Expenditures........................................................   48
         SECTION 6.05               EBITDA......................................................................   49
         SECTION 6.06               Guarantees and Other Liabilities............................................   49
         SECTION 6.07               Chapter 11 Claims...........................................................   49
         SECTION 6.08               Dividends; Capital Stock....................................................   49
         SECTION 6.09               Transactions with Affiliates................................................   49
         SECTION 6.10               Investments, Loans and Advances.............................................   50
         SECTION 6.11               Disposition of Assets.......................................................   50
         SECTION 6.12               Nature of Business..........................................................   50
SECTION 7.            EVENTS OF DEFAULT.........................................................................   50
         SECTION 7.01               Events of Default...........................................................   50
SECTION 8.            THE AGENT.................................................................................   54
         SECTION 8.01               Administration by Agent.....................................................   54
         SECTION 8.02               Advances and Payments.......................................................   54
         SECTION 8.03               Sharing of Setoffs..........................................................   54
         SECTION 8.04               Agreement of Required Lenders...............................................   55
         SECTION 8.05               Liability of Agent..........................................................   55
         SECTION 8.06               Reimbursement and Indemnification...........................................   56
         SECTION 8.07               Rights of Agent.............................................................   56
         SECTION 8.08               Independent Lenders.........................................................   56
         SECTION 8.09               Notice of Transfer..........................................................   56
         SECTION 8.10               Successor Agent.............................................................   56
SECTION 9.            GUARANTY..................................................................................   57
         SECTION 9.01               Guaranty....................................................................   57
         SECTION 9.02               No Impairment of Guaranty...................................................   58
         SECTION 9.03               Subrogation.................................................................   58
SECTION 10.           MISCELLANEOUS.............................................................................   58
         SECTION 10.01              Notices.....................................................................   58
         SECTION 10.02              Survival of Agreement, Representations and Warranties, etc..................   59
         SECTION 10.03              Successors and Assigns......................................................   59
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                                      iii
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                                TABLE OF CONTENTS
                                   (CONTINUED)

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         SECTION 10.04              Confidentiality.............................................................   61
         SECTION 10.05              Expenses....................................................................   61
         SECTION 10.06              Indemnity...................................................................   62
         SECTION 10.07              CHOICE OF LAW...............................................................   62
         SECTION 10.08              No Waiver...................................................................   62
         SECTION 10.09              Extension of Maturity.......................................................   63
         SECTION 10.10              Amendments, etc.............................................................   63
         SECTION 10.11              Severability................................................................   64
         SECTION 10.12              Headings....................................................................   64
         SECTION 10.13              Execution in Counterparts...................................................   64
         SECTION 10.14              Prior Agreements............................................................   64
         SECTION 10.15              Further Assurances..........................................................   64
         SECTION 10.16              WAIVER OF JURY TRIAL........................................................   64
</TABLE>

ANNEX A           Commitment Amounts

EXHIBIT A   - Form of Interim Order
EXHIBIT B   - Form of Security and Pledge Agreement
EXHIBIT B-1 - Form of Preferred Fleet Mortgage
EXHIBIT C   - Form of Assignment and Acceptance
EXHIBIT D   - Form of Borrowing Base Certificate
EXHIBIT E   - Form of Opinion of Counsel

SCHEDULE 3.05 - Subsidiaries
SCHEDULE 3.06 - Liens
SCHEDULE 3.10 - Litigation
SCHEDULE 6.10 - Existing Investments
SCHEDULE 6.11 - Asset Sales

                                       iv
<PAGE>
                     REVOLVING CREDIT AND GUARANTY AGREEMENT
                          DATED AS OF JANUARY 31, 2003

            REVOLVING CREDIT AND GUARANTY AGREEMENT, dated as of January 31,
2003, among AMERICAN COMMERCIAL LINES LLC, a Delaware limited liability company
(the "Borrower"), a debtor and debtor-in-possession in a case pending under
Chapter 11 of the Bankruptcy Code, and American Commercial Lines Holdings LLC, a
Delaware limited liability company and the owner of all the outstanding member
interests of the Borrower ("Holdings") and certain of the direct or indirect
subsidiaries of the Borrower signatory hereto (together with Holdings, each a
"Guarantor" and collectively, the "Guarantors"), each of which Guarantors
referred to in this paragraph is a debtor and debtor-in-possession in a case
pending under Chapter 11 of the Bankruptcy Code (the cases of the Borrower and
the Guarantors, each a "Case" and collectively, the "Cases"), JPMORGAN CHASE
BANK, a New York banking corporation ("JPMorgan Chase"), each of the other
financial institutions from time to time party hereto (together with Chase, the
"Lenders"), JPMORGAN CHASE BANK, as agent (in such capacity, the "Agent") for
the Lenders, and BANK ONE, NA and GENERAL ELECTRIC CAPITAL CORPORATION, as
Co-Syndication Agents (in such capacities, the "Co-Syndication Agents").

                             INTRODUCTORY STATEMENT

            On January 31, 2003, the Borrower and the Guarantors filed voluntary
petitions with the Bankruptcy Court initiating the Cases and have continued in
the possession of their assets and in the management of their business pursuant
to Sections 1107 and 1108 of the Bankruptcy Code.

            The Borrower, the Guarantors, the Existing Lenders and JPMorgan
Chase, as administrative agent, are parties to that certain Credit Agreement
dated as of June 30, 1998, as amended and restated as of April 11, 2002 (as
further amended, amended and restated, or otherwise modified, the "Existing
Agreement") pursuant to which the Borrower and the Guarantors were truly and
justly indebted to the Existing Lenders on the Filing Date in the principal
amount of $363,619,276.86 (including the aggregate outstanding face amount of
issued but undrawn letters of credit outstanding thereunder) in respect of the
extensions of credit provided for thereunder.

            The Borrower has applied to the Lenders for (i) a revolving credit
and letter of credit facility in an aggregate principal amount not to exceed
$25,000,000, and (ii) a term loan facility in an aggregate principal amount not
to exceed $50,000,000, all of the Borrower's obligations under which are to be
guaranteed by the Guarantors.

            The proceeds of the Loans will be used (i) to repurchase the
Existing Receivables Portfolio and (ii) for working capital and other general
corporate purposes of the Borrower and the Guarantors.

            To provide guarantees and security for the repayment of the Loans,
the reimbursement of any draft drawn under a Letter of Credit and the payment of
the other obligations of the Borrower and the Guarantors hereunder and under the
other Loan Documents
<PAGE>
(including, without limitation, the Obligations of the Borrower under Section
6.03(v)), the Borrower and the Guarantors will provide to the Agent and the
Lenders the following (each as more fully described herein):

      (a) a guaranty from each of the Guarantors of the due and punctual payment
and performance of the obligations of the Borrower hereunder;

      (b) an allowed administrative expense claim in each of the Cases pursuant
to Section 364(c)(1) of the Bankruptcy Code having priority over all
administrative expenses of the kind specified in Sections 503(b) and 507(b) of
the Bankruptcy Code;

      (c) a perfected first priority Lien, pursuant to Section 364(c)(2) of the
Bankruptcy Code, on all present and future receivables of the Borrower and the
Guarantors (including, without limitation, the Existing Receivables Portfolio
upon the repurchase thereof), and upon all other unencumbered property of the
Borrower and the Guarantors, and on all cash and cash equivalents in the Letter
of Credit Account, provided that following the Termination Date, amounts in the
Letter of Credit Account shall not be subject to the Carve-Out hereinafter
referred to;

      (d) a perfected Lien, pursuant to Section 364(c)(3) of the Bankruptcy
Code, upon all property of the Borrower and the Guarantors (other than the
property referred to in paragraph (e) below that is subject to the valid and
perfected Liens that presently secure the Borrower's and Guarantors'
pre-petition Indebtedness under the Existing Agreement) that is subject to valid
and perfected Liens in existence on the Filing Date or that is subject to valid
Liens in existence on the Filing Date that are perfected subsequent to the
Filing Date as permitted by Section 546(b) of the Bankruptcy Code or that is
subject to Permitted Liens, junior to such valid and perfected Liens; and

      (e) perfected first priority priming Liens, pursuant to Section 364(d)(1)
of the Bankruptcy Code, upon all property of the Borrower and the Guarantors
that is subject to (x) the existing Liens that presently secure the Borrower's
and Guarantors' pre-petition Indebtedness under or in connection with the
Existing Agreement (but subject to any Liens to which the Liens being primed
hereby are subject on the Filing Date or become subject subsequent to the Filing
Date as permitted by Section 546(b) of the Bankruptcy Code) and (y) any Liens
granted after the Filing Date to provide adequate protection in respect of the
Existing Agreement, which first priority priming Liens in favor of the Agent and
the Lenders shall be senior in all respects to all of such existing Liens under
or in connection with the Existing Agreement, and to any Liens granted after the
Filing Date to provide adequate protection in respect thereof.

            All of the claims and the Liens granted hereunder in the Cases to
the Agent and the Lenders shall be subject to the Carve-Out to the extent
provided in Section 2.23.

            Accordingly, the parties hereto hereby agree as follows:


                                       2
<PAGE>
SECTION 1. DEFINITIONS

      SECTION 1.01 DEFINED TERMS.

            "ABR Borrowing" shall mean a Borrowing comprised of ABR Loans.

            "ABR Loan" shall mean any Loan bearing interest at a rate determined
by reference to the Alternate Base Rate in accordance with the provisions of
Section 2.

            "Account" shall mean any right to payment for goods sold or leased
or for services rendered, whether or not earned by performance.

            "Additional Credit" shall have the meaning given such term in
Section 4.02(d) hereof.

            "Adjusted LIBOR Rate" shall mean, with respect to any Eurodollar
Borrowing for any Interest Period, an interest rate per annum (rounded upwards,
if necessary, to the next 1/16 of 1%) equal to the quotient of (a) the LIBOR
Rate in effect for such Interest Period divided by (b) a percentage (expressed
as a decimal) equal to 100% minus Statutory Reserves. For purposes hereof, the
term "LIBOR Rate" shall mean the rate at which dollar deposits approximately
equal in principal amount to such Eurodollar Borrowing and for a maturity
comparable to such Interest Period are offered to the principal London office of
the Agent in immediately available funds in the London interbank market at
approximately 11:00 a.m., London time, two Business Days prior to the
commencement of such Interest Period.

            "Affiliate" shall mean, as to any Person, any other Person which,
directly or indirectly, is in control of, is controlled by, or is under common
control with, such Person. For purposes of this definition, a Person (a
"Controlled Person") shall be deemed to be "controlled by" another Person (a
"Controlling Person") if the Controlling Person possesses, directly or
indirectly, power to direct or cause the direction of the management and
policies of the Controlled Person whether by contract or otherwise.

            "Agent" shall have the meaning set forth in the Introduction.

            "Agreement" shall mean this Revolving Credit and Guaranty Agreement,
as the same may from time to time be further amended, modified or supplemented.

            "Alternate Base Rate" shall mean, for any day, a rate per annum
equal to the greatest of (a) the Prime Rate in effect on such day, (b) the Base
CD Rate in effect on such day plus 1% and (c) the Federal Funds Effective Rate
in effect on such day plus 1/2 of 1%. For purposes hereof, "Prime Rate" shall
mean the rate of interest per annum publicly announced from time to time by the
Agent as its prime rate in effect at its principal office in New York City; each
change in the Prime Rate shall be effective on the date such change is publicly
announced. "Base CD Rate" shall mean the sum of (a) the quotient of (i) the
Three-Month Secondary CD Rate divided by (ii) a percentage expressed as a
decimal equal to 100% minus Statutory Reserves and (b) the Assessment Rate.
"Three-Month Secondary CD Rate" shall mean, for any day, the secondary market
rate for three-month certificates of deposit reported as being in effect on such
day (or, if such day shall not be a Business Day, the next preceding Business
Day) by the Board


                                       3
<PAGE>
through the public information telephone line of the Federal Reserve Bank of New
York (which rate will, under the current practices of the Board, be published in
Federal Reserve Statistical Release H.15(519) during the week following such
day), or, if such rate shall not be so reported on such day or such next
preceding Business Day, the average of the secondary market quotations for
three-month certificates of deposit of major money center banks in New York City
received at approximately 10:00 a.m., New York City time, on such day (or, if
such day shall not be a Business Day, on the next preceding Business Day) by the
Agent from three New York City negotiable certificate of deposit dealers of
recognized standing selected by it. "Federal Funds Effective Rate" shall mean,
for any day, the weighted average of the rates on overnight Federal funds
transactions with members of the Federal Reserve System arranged by Federal
funds brokers, as published on the next succeeding Business Day by the Federal
Reserve Bank of New York, or, if such rate is not so published for any day which
is a Business Day, the average of the quotations for the day of such
transactions received by the Agent from three Federal funds brokers of
recognized standing selected by it. If for any reason the Agent shall have
determined (which determination shall be conclusive absent manifest error) that
it is unable to ascertain the Base CD Rate or the Federal Funds Effective Rate
or both for any reason, including the inability or failure of the Agent to
obtain sufficient quotations in accordance with the terms hereof, the Alternate
Base Rate shall be determined without regard to clause (b) or (c), or both, of
the first sentence of this definition, as appropriate, until the circumstances
giving rise to such inability no longer exist. Any change in the Alternate Base
Rate due to a change in the Prime Rate, the Three-Month Secondary CD Rate or the
Federal Funds Effective Rate shall be effective on the effective date of such
change in the Prime Rate, the Three-Month Secondary CD Rate or the Federal Funds
Effective Rate, respectively.

            "Assessment Rate" shall mean for any date the annual rate (rounded
upwards, if necessary, to the next 1/100 of 1%) most recently estimated by the
Agent as the then current net annual assessment rate that will be employed in
determining amounts payable by the Agent to the Federal Deposit Insurance
Corporation (or any successor) for insurance by such Corporation (or any
successor) of time deposits made in dollars at the Agent's domestic offices.

            "Assignment and Acceptance" shall mean an assignment and acceptance
entered into by a Lender and an Eligible Assignee, and accepted by the Agent,
substantially in the form of Exhibit C.

            "Bankruptcy Code" shall mean The Bankruptcy Reform Act of 1978, as
heretofore and hereafter amended, and codified as 11 U.S.C. Section 101 et seq.

            "Bankruptcy Court" shall mean the United States Bankruptcy Court for
the Southern District of Indiana or any other court having jurisdiction over the
Cases from time to time.

            "Board" shall mean the Board of Governors of the Federal Reserve
System of the United States.

            "Borrower" shall have the meaning set forth in the Introduction.


                                       4
<PAGE>
            "Borrowing" shall mean the incurrence of Tranche A Loans or of
Tranche B Loans of a single Type made from all the Tranche A Lenders (in the
case of Tranche A Loans) or Tranche B Lenders (in the case of Tranche B Loans),
as the case may be, on a single date and having, in the case of Eurodollar
Loans, a single Interest Period (with any ABR Loan made pursuant to Section 2.16
being considered a part of the related Borrowing of Eurodollar Loans).

            "Borrowing Base" shall mean, on any date, an amount (calculated
based on the most recent weekly Borrowing Base Certificate delivered to the
Agent in accordance with this Agreement) that is equal to (i) Gross
Availability, minus (ii) an amount equal to net maritime liabilities to be
determined by the Agent including but not limited to crewman compensation, cargo
claims and claims presented to the Borrower or any Guarantor for damages
incurred by employees or third parties directly associated with freight services
provided minus, (iii) the Necessaries Reserve, minus, (iv) an amount equal to
the estimated costs to complete freight services in process as of each Borrowing
Base calculation date, with the method of estimation to be determined by the
Agent, minus (v) other reserves deemed necessary by the Agent, minus (vi) the
Carve-Out. Borrowing Base eligibility standards and reserves, advance rates and
the components of "Gross Availability" (including the amount set forth in
clauses (iii)(A) and (B) of the definition of such term based on updated
appraisals of the Borrower's domestic fleet from time to time) may be fixed and
revised from time to time by the Agent in its exclusive judgment (provided that
advance rates may not be increased, additional asset categories may not be added
to the Borrowing Base and eligibility standards and reserves may not be modified
or amended so as to provide the Borrower with increased availability without, in
any such case, the consent of the Super-majority Lenders). Notwithstanding
anything to the contrary set forth herein, no receivables will be included in
the Borrowing Base until all the Existing Receivables Portfolio has been
repurchased by the Borrower or a Guarantor.

            "Borrowing Base Certificate" shall mean a certificate substantially
in the form of Exhibit D hereto (with such changes therein as may be required by
the Agent to reflect the components of and reserves against the Borrowing Base
as provided for hereunder from time to time), executed and certified by a
Financial Officer of the Borrower, which shall include appropriate exhibits and
schedules as referred to therein and as provided for in Section 5.08.

            "Business Day" shall mean any day other than a Saturday, Sunday or
other day on which banks in the State of New York are required or permitted to
close (and, for a Letter of Credit, other than a day on which the Fronting Bank
issuing such Letter of Credit is closed); provided, however, that when used in
connection with a Eurodollar Loan, the term "Business Day" shall also exclude
any day on which banks are not open for dealings in dollar deposits on the
London interbank market.

            "Capital Expenditures" shall mean, for any period, the aggregate of
all expenditures (whether paid in cash and not theretofore accrued or accrued as
liabilities during such period and including that portion of any post-petition
Capitalized Lease which is capitalized on the consolidated balance sheet of the
Borrower and the Guarantors) net of cash amounts received by the Borrower and
the Guarantors from other Persons during such period in reimbursement of Capital
Expenditures made by the Borrower and the Guarantors, excluding interest
capitalized during construction, made by the Borrower and the Guarantors during
such period that, in conformity with GAAP, are required to be included in or
reflected by the property,


                                       5
<PAGE>
plant, equipment or similar fixed asset accounts reflected in the consolidated
balance sheet of the Borrower and the Guarantors (including equipment which is
purchased simultaneously with the trade-in of existing equipment owned by the
Borrower or any of the Guarantors to the extent of the gross amount of such
purchase price less the book value of the equipment being traded in at such
time), but excluding expenditures made in connection with the replacement or
restoration of assets to the extent reimbursed or financed from (x) insurance
proceeds paid on account of the loss of or the damage to the assets being
replaced or restored or (y) awards of compensation arising from the taking by
condemnation or eminent domain of such assets being replaced.

            "Capitalized Lease" shall mean, as applied to any Person, any lease
of property by such Person as lessee which would be capitalized on a balance
sheet of such Person prepared in accordance with GAAP.

            "Carve-Out" shall have the meaning set forth in Section 2.23.

            "Cases" shall have the meaning set forth in the Introduction.

            "Cash Collateralization" shall have the meaning given such term in
Section 2.03(b).

            "Change of Control" shall mean (i) the acquisition of ownership,
directly or indirectly, beneficially or of record, by any Person or group
(within the meaning of the Securities Exchange Act of 1934 and the rules of the
Securities and Exchange Commission thereunder as in effect on the date hereof),
of shares representing more than 50% of the aggregate ordinary voting power
represented by the issued and outstanding member interests of Holdings; (ii)
Holdings no longer owning, beneficially and of record, 100% of the issued and
outstanding member interests of the Borrower; or (iii) the occupation of a
majority of the seats (other than vacant seats) on the Board of Managers of the
Borrower by Persons who were neither (A) nominated by the Board of Managers of
the Borrower or Holdings nor (B) appointed by managers so nominated.

            "Closing Date" shall mean the date on which this Agreement has been
executed and the conditions precedent to the making of the initial Loans set
forth in Section 4.01 have been satisfied or waived, which date shall occur
promptly upon entry of the Interim Order, but not later than 10 days following
the entry of the Interim Order.

            "Code" shall mean the Internal Revenue Code of 1986, as amended from
time to time, and the regulations promulgated and rulings issued thereunder.

            "Collateral" shall mean (i) the "Collateral" as defined in the
Security and Pledge Agreement and in the mortgages and/or amendments described
in Section 4.01(d) and (ii) any other collateral granted as security for the
Obligations pursuant to any other Loan Document.

            "Commitment" shall mean collectively, the Tranche A Commitments and
the Tranche B Commitments.

            "Commitment Fee" shall have the meaning set forth in Section 2.20.


                                       6
<PAGE>
            "Commitment Letter" shall mean that certain Joint Commitment Letter
dated January 29, 2003 among the Initial Lenders, J.P. Morgan Securities Inc.
and the Borrower.

            "Commitment Percentage" shall mean at any time, with respect to each
Lender, the percentage obtained by dividing its Commitment at such time by the
Total Commitment at such time.

            "Consummation Date" shall mean the date of the substantial
consummation (as defined in Section 1101 of the Bankruptcy Code and which for
purposes of this Agreement shall be no later than the effective date) of a
Reorganization Plan that is confirmed pursuant to an order of the Bankruptcy
Court.

            "Dollars" and "$" shall mean lawful money of the United States of
America.

            "EBITDA" shall mean, for any period, all as determined in accordance
with GAAP, the consolidated net income (or net loss) of the Borrower and its
Subsidiaries for such period, plus (a) the sum of (i) depreciation expense, (ii)
amortization expense, (iii) other non-cash expenses, (iv) provision for LIFO
adjustment for inventory valuation, (v) net total Federal, state and local
income tax expense, (vi) gross interest expense for such period less gross
interest income for such period, (vii) extraordinary losses, (viii) any
non-recurring charge or restructuring charge, (ix) the cumulative effect of any
change in accounting principles, (x) "Chapter 11 expenses" (or "administrative
costs reflecting Chapter 11 expenses") as shown on the Borrower's consolidated
statement of income for such period and (xi) to the extent not included in such
consolidated net income (or net loss), deferred revenue of the Borrower and the
Guarantors for such period in respect of Jeffboat Sale and Leaseback
Transactions (as hereinafter defined) less (b) the sum of (1) extraordinary
gains and (2) any non-cash income or non-cash gains resulting from previously
deferred revenue in respect of Jeffboat Sale and Leaseback Transactions plus or
minus (c) the amount of cash received or expended in such period in respect of
any amount which, under clause (viii) above, was taken into account in
determining EBITDA for such or any prior period; and for purposes hereof, the
term "Jeffboat Sale and Leaseback Transactions" shall mean the sale by Jeffboat
LLC of barges or other equipment manufactured by Jeffboat LLC or any other
Guarantor to a third party, which barges or other equipment are then leased back
by the Borrower or a Guarantor.

            "Eligible Accrued Receivables" shall mean any unbilled Account,
without duplication, that has been estimated by the Borrower for accrued revenue
related to freight services which is not an Account that is otherwise described
in clause (a) through (q) in the definition of Eligible Receivable.

            "Eligible Assignee" shall mean (i) a commercial bank having total
assets in excess of $1,000,000,000; (ii) a finance company, insurance company or
other financial institution or fund, in each case reasonably acceptable to the
Agent, which in the ordinary course of business extends credit of the type
contemplated herein and has total assets in excess of $200,000,000 and whose
becoming an assignee would not constitute a prohibited transaction under Section
4975 of ERISA; (iii) a Lender Affiliate of the assignor Lender; and (iv) any
other financial institution satisfactory to the Borrower and the Agent.


                                       7
<PAGE>
            "Eligible Receivables" shall mean, at the time of any determination
thereof, each Account (other than an Eligible Accrued Receivable) that satisfies
the following criteria at the time of creation and continues to meet the same at
the time of such determination: such Account (i) has been invoiced to, and
represents the bona fide amounts due to the Borrower or a Guarantor from, the
purchaser of goods or services, in each case originated in the ordinary course
of business of the Borrower or such Guarantor and (ii) is not ineligible for
inclusion in the calculation of the Borrowing Base pursuant to any of clauses
(a) through (q) below or otherwise deemed by the Agent in its sole discretion to
be ineligible for inclusion in the calculation of the Borrowing Base as
described below. Without limiting the foregoing, to qualify as an Eligible
Receivable, an Account shall indicate no person other than the Borrower or a
Guarantor as payee or remittance party. In determining the amount to be so
included, the face amount of an Account shall be reduced by, without
duplication, to the extent not reflected in such face amount, (i) the amount of
all accrued and actual discounts, claims, credits or credits pending,
promotional program allowances, price adjustments, finance charges or other
allowances (including any amount that the Borrower or the Guarantor, as
applicable, may be obligated to rebate to a customer pursuant to the terms of
any agreement or understanding (written or oral)), (ii) the aggregate amount of
all limits and deductions provided for in this definition and elsewhere in this
Agreement and (iii) the aggregate amount of all cash received in respect of such
Account but not yet applied by the Borrower or the Guarantor, to reduce the
amount of such Account. Standards of eligibility may be fixed from time to time
solely by the Agent in the exercise of its exclusive judgement, with any changes
in such standards to be effective three (3) days after delivery of notice
thereof to the Borrower. Unless otherwise approved from time to time in writing
by the Agent, no Account shall be an Eligible Receivable if, without
duplication:

            (a) the Borrower or the relevant Guarantor does not have sole lawful
and absolute title to such Account; or

            (b) the Account (i) is unpaid more than 90 days from the original
date of invoice or 60 days from the original due date or (ii) has been written
off the books of the Borrower or the applicable Guarantor or has been otherwise
designated on such books as uncollectible; or

            (c) more than 50% in face amount of all Accounts of the same Account
Debtor are ineligible pursuant to clause (b) above; or

            (d) the Account Debtor is insolvent or the subject of any bankruptcy
case or insolvency proceeding of any kind; or

            (e) the Account is not payable in Dollars or the Account Debtor is
either not organized under the laws of the United States of America, any state
thereof, or the District of Columbia or is located outside or has its principal
place of business or substantially all of its assets outside the United States;
or

            (f) the Account Debtor is the United States of America or any
department, agency or instrumentality thereof, unless the Borrower or the
relevant Guarantor duly assigns its rights to payment of such Account to the
Agent pursuant to the Assignment of Claims Act of


                                       8
<PAGE>
1940, as amended, which assignment and related documents and filings shall be in
form and substance satisfactory to the Agent; or

            (g) the Account is subject to any adverse security, progress
payment, retainage or other similar advance made by or for the benefit of the
applicable Account Debtor, in each case to the extent thereof; or

            (h) the Account (i) is not subject to a valid and perfected first
priority Lien in favor of the Agent for the benefit of the Lenders, subject to
no other Liens other than Liens (if any) permitted by the Loan Documents or (ii)
does not otherwise conform in all material respects to the representations and
warranties contained in the Loan Documents relating to Accounts; or

            (i) such Account was invoiced (i) in advance of goods or services
provided, or (ii) more than once, or (iii) the associated income has not been
earned; or

            (j) the Account is a non-trade Account, or relates to payments for
interest; or

            (k) the sale to the Account Debtor is a guarantee sale,
sale-and-return, ship-and-return, sale on approval , extended terms, or other
similar basis; or

            (l) the Account represents a progress-billing or otherwise does not
represent a complete sale; for purposes hereof, `progress-billing" means any
invoice for services rendered under a contract or agreement pursuant to which
the Account Debtor's obligation to pay such invoice is conditioned upon the
Borrower or the relevant Guarantor's completion of any further performance under
the contract or agreement; or

            (m) it arises out of a sale made by the Borrower or a Guarantor to
an employee, officer, agent, director, stockholder, or Affiliate of the Borrower
or a Guarantor; or

            (n) such Account was not paid in full, and the Borrower or the
relevant Guarantor created a new receivable for the unpaid portion of the
Account, and other Accounts constituting chargebacks, debit memos and other
adjustments for unauthorized deductions; or

            (o) the Account Debtor (i) is a creditor, (ii) has or has asserted a
right of set-off against the Borrower or the relevant Guarantor (unless such
Account Debtor has entered into a written agreement reasonably acceptable to the
Agent to waive such set-off rights) or (iii) has disputed its liability (whether
by chargeback or otherwise) or made any asserted or unasserted claim with
respect to the Account or any other Account of the Borrower or a Guarantor which
has not been resolved, in each case, without duplication, to the extent of the
amount owed by the Borrower or such Guarantor to the Account Debtor, the amount
of such actual or asserted right of set-off, or the amount of such dispute or
claim, as the case may be; or

            (p) the Account does not comply in all material respects with the
requirements of all applicable laws and regulations, whether Federal, state or
local, including without limitation the Federal Consumer Credit Protection Act,
the Federal Truth in Lending Act and Regulation Z of the Board; or


                                       9
<PAGE>
            (q) as to all or any part of such Account, a check promissory note,
draft, trade acceptance or other instrument for the payment of money has been
received, presented for payment and returned uncollected for any reason.

Notwithstanding the forgoing, all Accounts of any single Account Debtor and its
affiliates which, in the aggregate exceed (i) 15% in respect of an Account
Debtor whose securities are rated investment grade by any of Moody's or S & P
with the exception of Cargill Corporation which shall be limited to 25% provided
it is investment grade or (ii) 5% in respect of all other Account Debtors, of
the total amount of all Eligible Receivables together with Eligible Accrued
Receivables at the time of any determination shall be deemed not to be Eligible
Receivables or Eligible Accrued Receivables to the extent of such excess. In
determining the aggregate amount from the same Account Debtor that is unpaid
more than 90 days from the date of invoice or more than 60 days from the due
date pursuant to clause (b), above there shall be excluded the amount of any net
credit balances relating to Accounts with invoice dates more than 90 days from
the date of invoice or more than 60 days from the due date.

            "Environmental Lien" shall mean a Lien in favor of any Governmental
Authority for (i) any liability under federal or state environmental laws or
regulations, or (ii) damages arising from or costs incurred by such Governmental
Authority in response to a release or threatened release of a hazardous or toxic
waste, substance or constituent, or other substance into the environment.

            "ERISA" shall mean the Employee Retirement Income Security Act of
1974, as amended from time to time, and the regulations promulgated and rulings
issued thereunder.

            "ERISA Affiliate" shall mean each person (as defined in Section 3(9)
of ERISA) which together with the Borrower or a Subsidiary of the Borrower would
be deemed to be a single employer within the meaning of Section 414(b), (c), (m)
or (o) of the Code.

            "Eurocurrency Liabilities" shall have the meaning assigned thereto
in Regulation D issued by the Board, as in effect from time to time.

            "Eurodollar Borrowing" shall mean a Borrowing comprised of
Eurodollar Loans.

            "Eurodollar Loan" shall mean any Loan bearing interest at a rate
determined by reference to the Adjusted LIBOR Rate in accordance with the
provisions of Section 2.

            "Event of Default" shall have the meaning given such term in Section
7.

            "Excluded Taxes" means, with respect to the Agent, any Lender, the
Fronting Bank or any other recipient of any payment to be made by or on account
of any obligation of the borrower hereunder, (a) income or franchise taxes
imposed on (or measured by) its net income by the United States of America, or
by the jurisdiction under the laws of which such recipient is organized or in
which its principal office is located or, in the case of any Lender, in which
its applicable lending office is located, (b) any branch profits taxes imposed
by the United States of America or any similar tax imposed by any other
jurisdiction in which the Borrower is located and (c) in the case of a Foreign
Bank, any withholding tax that is imposed on amounts payable to such Foreign
Bank at the time such Foreign Bank becomes a party to this Agreement (or


                                       10
<PAGE>
designates a new lending office) or is attributable to such Foreign Bank's
failure to comply with Section 2.18(e), except to the extent that such Foreign
Bank (or its assignor, if any) was entitled, at the time of designation of a new
lending office (or assignment), to receive additional amounts from the Borrower
with respect to such withholding tax pursuant to Section 2.18(a).

            "Existing Agreement" shall have the meaning set forth in the
Introductory Statement and shall include all of the agreements granting security
interests and Liens in property and assets of the Borrower and the Guarantors to
the Existing Lenders.

            "Existing Lenders" shall mean, collectively, the lenders under the
Existing Agreement, together with any successors or assigns thereof.

            "Existing Receivables Portfolio" shall mean the portfolio of
prepetition receivables and related assets previously sold to American
Commercial Lines Funding Corporation ("ACLFC") and in existence on the date of
the commencement of the Cases.

            "Fees" shall collectively mean the Commitment Fees, Letter of Credit
Fees and other fees referred to in Sections 2.19, 2.20 and 2.21.

            "Filing Date" shall mean January 31, 2003.

            "Final Order" shall have the meaning given such term in Section
4.02(d).

            "Financial Officer" shall mean the Chief Financial Officer,
Controller or Treasurer of the Borrower.

            "Fronting Bank" shall mean JPMorgan Chase (or any of its banking
affiliates) or such other Lender (which other Lender shall be reasonably
satisfactory to the Borrower) as may agree with JPMorgan Chase to act in such
capacity.

            "Foreign Lender" means any Lender that is organized under the laws
of a jurisdiction other than that in which the Borrower is located. For purposes
of this definition, the United States of America, each State thereof and the
District of Columbia shall be deemed to constitute a single jurisdiction.

            "GAAP" shall mean generally accepted accounting principles applied
in accordance with Section 1.02.

            "Governmental Authority" shall mean any Federal, state, municipal or
other governmental department, commission, board, bureau, agency or
instrumentality or any court, in each case whether of the United States or
foreign.

            "Gross Availability" shall mean an amount equal to the sum of (i)
85% of Eligible Receivables in which the Agent holds a first priority Lien, plus
(ii) 50% of Eligible Accrued Receivables in which the Agent holds a first
priority Lien, plus (iii) an amount in respect of Eligible Vessels equal to (A)
during the period from the Closing Date through June 30, 2003, the lesser of (1)
$55 million and


                                       11
<PAGE>
(2) 125% of all Gross Domestic Receivables in which the Agent holds a first
priority Lien and (B) from and after July 1, 2003, the lesser of (1) $55 million
and (2) 100% of all Gross Domestic Receivables in which the Agent holds a first
priority Lien. "Eligible Vessels" shall mean towboats, barges and other vessels
that (i) are owned by the Borrower or a Guarantor, (ii) are registered with the
United States Coast Guard, (iii) are subject to the Lien in favor of the Agent
described in Section 2.23(a)(iv) and (iv) operate exclusively in domestic
waters.

            "Gross Domestic Receivable" shall mean any Account that has been
invoiced and represents the sale of merchandise and/or provision of services in
the ordinary course of business in connection with the Borrower's and
Guarantors' domestic operations.

            "Guarantor" shall have the meaning set forth in the Introduction.

            "Indebtedness" shall mean, at any time and with respect to any
Person, (i) all indebtedness of such Person for borrowed money, (ii) all
indebtedness of such Person for the deferred purchase price of property or
services (other than property, including inventory, and services purchased, and
expense accruals and deferred compensation items arising, in the ordinary course
of business), (iii) all obligations of such Person evidenced by notes, bonds,
debentures or other similar instruments (other than performance, surety and
appeal bonds arising in the ordinary course of business), (iv) all indebtedness
of such Person created or arising under any conditional sale or other title
retention agreement with respect to property acquired by such Person (even
though the rights and remedies of the seller or lender under such agreement in
the event of default are limited to repossession or sale of such property), (v)
all obligations of such Person under Capitalized Leases, (vi) all reimbursement,
payment or similar obligations of such Person, contingent or otherwise, under
acceptance, letter of credit or similar facilities and all obligations of such
Person in respect of (x) currency swap agreements, currency future or option
contracts and other similar agreements designed to hedge against fluctuations in
foreign interest rates and (y) interest rate swap, cap or collar agreements and
interest rate future or option contracts; (vii) all Indebtedness referred to in
clauses (i) through (vi) above guaranteed directly or indirectly by such Person,
or in effect guaranteed directly or indirectly by such Person through an
agreement (A) to pay or purchase such Indebtedness or to advance or supply funds
for the payment or purchase of such Indebtedness, (B) to purchase, sell or lease
(as lessee or lessor) property, or to purchase or sell services, primarily for
the purpose of enabling the debtor to make payment of such Indebtedness or to
assure the holder of such Indebtedness against loss in respect of such
Indebtedness, (C) to supply funds to or in any other manner invest in the debtor
(including any agreement to pay for property or services irrespective of whether
such property is received or such services are rendered) or (D) otherwise to
assure a creditor against loss in respect of such Indebtedness, and (viii) all
Indebtedness referred to in clauses (i) through (vii) above secured by (or for
which the holder of such Indebtedness has an existing right, contingent or
otherwise, to be secured by) any Lien upon or in property (including, without
limitation, accounts and contract rights) owned by such Person, even though such
Person has not assumed or become liable for the payment of such Indebtedness.

            "Initial Lenders" means the Lenders party hereto on the date hereof.

            "Indemnified Taxes" means Taxes other than Excluded Taxes.


                                       12
<PAGE>
            "Insufficiency" shall mean, with respect to any Plan, its "amount of
unfunded benefit liabilities" within the meaning of Section 4001(a)(18) of
ERISA, if any.

            "Interim Order" shall have the meaning given such term in Section
4.01(b).

            "Interest Payment Date" shall mean (i) as to any Eurodollar Loan,
the last day of each consecutive 30 day period running from the commencement of
the applicable Interest Period, and (ii) as to all ABR Loans, the last calendar
day of each month and the date on which any ABR Loans are refinanced with
Eurodollar Loans pursuant to Section 2.12.

            "Interest Period" shall mean, as to any Borrowing of Eurodollar
Loans, the period commencing on the date of such Borrowing (including as a
result of a refinancing of ABR Loans) or on the last day of the preceding
Interest Period applicable to such Borrowing and ending on the numerically
corresponding day (or if there is no corresponding day, the last day) in the
calendar month that is one or three months thereafter, as the Borrower may elect
in the related notice delivered pursuant to Sections 2.06(b) or 2.12; provided,
however, that (i) if any Interest Period would end on a day which shall not be a
Business Day, such Interest Period shall be extended to the next succeeding
Business Day unless such next succeeding Business Day would fall in the next
calendar month, in which case such Interest Period shall end on the next
preceding Business Day, and (ii) no Interest Period shall end later than the
Termination Date.

            "Investments" shall have the meaning given such term in Section
6.10.

            "JPMorgan Chase" shall have the meaning set forth in the
Introduction.

            "Lender Affiliate" means, (a) with respect to any Lender, (i) an
Affiliate of such Lender or (ii) any entity (whether a corporation, partnership,
trust or otherwise) that is engaged in making, purchasing, holding or otherwise
investing in bank loans and similar extensions of credit in the ordinary course
of its business and is administered or managed by a Lender or an Affiliate of
such Lender and (b) with respect to any Lender that is a fund which invests in
bank loans and similar extensions of credit, any other fund that invests in bank
loans and similar extensions of credit and is managed by the same investment
advisor as such Lender or by an Affiliate of such investment advisor.

            "Lenders" shall have the meaning set forth in the Introduction.

            "Letter of Credit" shall mean any irrevocable letter of credit
issued pursuant to Section 2.03, which letter of credit shall be (i) a standby
letter of credit, (ii) issued for purposes that are consistent with the ordinary
course of business of the Borrower or any Guarantor, or for such other purposes
as are reasonably acceptable to the Agent, (iii) denominated in Dollars and (iv)
otherwise in such form as may be reasonably approved from time to time by the
Agent and the applicable Fronting Bank.

            "Letter of Credit Account" shall mean the account established by the
Borrower under the sole and exclusive control of the Agent maintained at the
office of the Agent at 270 Park Avenue, New York, New York 10017 designated as
the "Letter of Credit Account" that shall be used solely for the purposes set
forth in Section 2.03(b) and 2.13.


                                       13
<PAGE>
            "Letter of Credit Fees" shall mean the fees payable in respect of
Letters of Credit pursuant to Section 2.21.

            "Letter of Credit Outstandings" shall mean, at any time, the sum of
(i) the aggregate undrawn stated amount of all Letters of Credit then
outstanding plus (ii) all amounts theretofore drawn under Letters of Credit and
not then reimbursed.

            "Lien" shall mean any mortgage, pledge, security interest,
encumbrance, lien or charge of any kind whatsoever (including any conditional
sale or other title retention agreement or any lease in the nature thereof).

            "Loan" shall mean a Tranche A Loan or a Tranche B Loan.

            "Loans" shall mean the Tranche A Loans and the Tranche B Loans,
collectively.

            "Loan Documents" shall mean this Agreement, the Letters of Credit,
the Security and Pledge Agreement, the Mortgage, and any other instrument or
agreement executed and delivered to the Agent or any Lender in connection
herewith.

            "Maturity Date" shall mean July 31, 2004.

            "Mortgage" shall have the meaning set forth in Section 4.01(d).

            "Multiemployer Plan" shall mean a "multiemployer plan" as defined in
Section 4001(a)(3) of ERISA, which is maintained or contributed to by (or to
which there is an obligation to contribute of) the Borrower or a Subsidiary of
the Borrower or an ERISA Affiliate, and each such plan for the five-year period
immediately following the latest date on which the Borrower, or a Subsidiary of
the Borrower or an ERISA Affiliate maintained, contributed to or had an
obligation to contribute to such plan.

            "Multiple Employer Plan" shall mean a Single Employer Plan, which
(i) is maintained for employees of the Borrower or an ERISA Affiliate and at
least one person (as defined in Section 3(9) of ERISA) other than the Borrower
and its ERISA Affiliates or (ii) was so maintained and in respect of which the
Borrower or an ERISA Affiliate could have liability under Section 4064 or 4069
of ERISA in the event such Plan has been or were to be terminated.

            "Necessaries Reserve" shall mean a reserve that is considered by the
Agent in its discretion to be reasonably needed for liabilities arising prior to
the recordation of the Mortgage related to supplies or services which are for
ongoing operations which include but are not limited to shipping services,
towing services, repairs, cleaning and rigging services, fuel expenses,
supplies, and the use of a dry dock or marine railway.

            "Obligations" shall mean (a) the due and punctual payment of
principal of and interest on the Loans and the reimbursement of all amounts
drawn under Letters of Credit, and (b) the due and punctual payment of the Fees
and all other present and future, fixed or contingent, monetary obligations of
the Borrower and the Guarantors to the Lenders and the Agent under the Loan
Documents and as permitted by Section 6.03(v).


                                       14
<PAGE>
            "Orders" shall mean the Interim Order and the Final Order of the
Bankruptcy Court referred to in Sections 4.01(b) and 4.02(d).

            "Other Taxes" means any and all present or future stamp or
documentary taxes or any other excise or property taxes, charges or similar
levies arising from any payment made hereunder or from the execution, delivery
or enforcement of, or otherwise with respect to, this Agreement.

            "PBGC" shall mean the Pension Benefit Guaranty Corporation, or any
successor agency or entity performing substantially the same functions.

            "Pension Plan" shall mean a defined benefit plan (as defined in
Section 414(j) of the Code and Section 3(35) of ERISA) which meets and is
subject to the requirements of Section 401(a) of the Code.

            "Permitted Investments" shall mean:

            (a) direct obligations of, or obligations the principal of and
interest on which are unconditionally guaranteed by, the United States of
America (or by any agency thereof to the extent such obligations are backed by
the full faith and credit of the United States of America), in each case
maturing within twelve months from the date of acquisition thereof;

            (b) without limiting the provisions of paragraph (d) below,
investments in commercial paper maturing within six months from the date of
acquisition thereof and having, at such date of acquisition, a rating of at
least "A-2" or the equivalent thereof from Standard & Poor's Corporation or of
at least "P-2" or the equivalent thereof from Moody's Investors Service, Inc.;

            (c) investments in certificates of deposit, banker's acceptances and
time deposits (including Eurodollar time deposits) maturing within six months
from the date of acquisition thereof issued or guaranteed by or placed with (i)
any domestic office of the Agent or the bank with whom the Borrower and the
Guarantors maintain their cash management system, provided, that if such bank is
not a Lender hereunder, such bank shall have entered into an agreement with the
Agent pursuant to which such bank shall have waived all rights of setoff and
confirmed that such bank does not have, nor shall it claim, a security interest
therein or (ii) any domestic office of any other commercial bank of recognized
standing organized under the laws of the United States of America or any State
thereof that has a combined capital and surplus and undivided profits of not
less than $250,000,000 and is the principal banking Subsidiary of a bank holding
company having a long-term unsecured debt rating of at least "A-2" or the
equivalent thereof from Standard & Poor's Corporation or at least "P-2" or the
equivalent thereof from Moody's Investors Service, Inc.;

            (d) investments in commercial paper maturing within six months from
the date of acquisition thereof and issued by (i) the holding company of the
Agent or (ii) the holding company of any other commercial bank of recognized
standing organized under the laws of the United States of America or any State
thereof that has (A) a combined capital and surplus in excess of $250,000,000
and (B) commercial paper rated at least "A-2" or the equivalent thereof


                                       15
<PAGE>
from Standard & Poor's Corporation or of at least "P-2" or the equivalent
thereof from Moody's Investors Service, Inc.;

            (e) investments in repurchase obligations with a term of not more
than seven days for underlying securities of the types described in clause (a)
above entered into with any office of a bank or trust company meeting the
qualifications specified in clause (c) above;

            (f) investments in money market funds substantially all the assets
of which are comprised of securities of the types described in clauses (a)
through (e) above; and

            (g) to the extent owned on the Filing Date, investments by the
Borrower or any Guarantor in the capital stock or membership interests of any
direct or indirect Subsidiary.

            "Permitted Liens" shall mean (i) Liens imposed by law (other than
Environmental Liens and any Lien imposed under ERISA) for taxes, assessments or
charges of any Governmental Authority for claims not yet due or which are being
contested in good faith by appropriate proceedings and with respect to which
adequate reserves or other appropriate provisions are being maintained in
accordance with GAAP; (ii) Liens of landlords and Liens of carriers,
warehousemen, mechanics, materialmen and other Liens (other than Environmental
Liens and any Lien imposed under ERISA) in existence on the Filing Date or
thereafter imposed by law and created in the ordinary course of business; (iii)
Liens that are permitted by the Mortgage (or, prior to the execution of the
Mortgage, by the preferred fleet mortgages delivered pursuant to the Existing
Agreement); (iv) Liens (other than any Lien imposed under ERISA) incurred or
deposits made in the ordinary course of business (including, without limitation,
surety bonds and appeal bonds) in connection with workers' compensation,
unemployment insurance and other types of social security benefits or to secure
the performance of tenders, bids, leases, contracts (other than for the
repayment of Indebtedness), statutory obligations and other similar obligations
or arising as a result of progress payments under government contracts; (v)
easements (including, without limitation, reciprocal easement agreements and
utility agreements), rights-of-way, covenants, consents, reservations,
encroachments, variations and zoning and other restrictions, charges or
encumbrances (whether or not recorded) and interest of ground lessors, which do
not interfere materially with the ordinary conduct of the business of the
Borrower or any Guarantor, as the case may be, and which do not materially
detract from the value of the property to which they attach or materially impair
the use thereof to the Borrower or any Guarantor, as the case may be; (vi)
letters of credit or deposits in the ordinary course to secure leases; and (vii)
extensions, renewals or replacements of any Lien referred to in paragraphs (i)
through (vi) above, provided that the principal amount of the obligation secured
thereby is not increased and that any such extension, renewal or replacement is
limited to the property originally encumbered thereby.

            "Person" shall mean any natural person, corporation, division of a
corporation, limited liability company, partnership, trust, joint venture,
association, company, estate, unincorporated organization or government or any
agency or political subdivision thereof.

            "Plan" shall mean a Single Employer Plan or a Multiemployer Plan.


                                       16
<PAGE>
            "Prepayment Date" shall mean forty-five (45) days after the entry of
the Interim Order by the Bankruptcy Court if the Final Order has not been
entered by the Bankruptcy Court prior to the expiration of such forty-five (45)
day period.

            "Pre-Petition Agent" shall mean JPMorgan Chase Bank as agent for the
Existing Lenders.

            "Pre-Petition Payment" shall mean a payment (by way of adequate
protection or otherwise) of principal or interest or otherwise on account of any
pre-petition Indebtedness or trade payables or other pre-petition claims against
the Borrower or any Guarantor.

            "Register" shall have the meaning set forth in Section 10.03(d).

            "Reorganization Plan" shall mean a plan of reorganization in any of
the Cases.

            "Required Lenders" shall mean, at any time, Lenders holding in
excess of 50% of the overall Commitments and the aggregate principal amount of
Loans outstanding.

            "Security and Pledge Agreement" shall have the meaning set forth in
Section 4.01(c).

            "Single Employer Plan" shall mean a single employer plan, as defined
in Section 4001(a)(15) of ERISA, that (i) is maintained for employees of the
Borrower or an ERISA Affiliate or (ii) was so maintained and in respect of which
the Borrower could have liability under Title IV of ERISA in the event such Plan
has been or were to be terminated.

            "Statutory Reserves" shall mean on any date the percentage
(expressed as a decimal) established by the Board and any other banking
authority which is (i) for purposes of the definition of Base CD Rate, the then
stated maximum rate of all reserves (including, but not limited to, any
emergency, supplemental or other marginal reserve requirement) for a member bank
of the Federal Reserve System in New York City, for new three month negotiable
nonpersonal time deposits in dollars of $100,000 or more or (ii) for purposes of
the definition of Adjusted LIBOR Rate, the then stated maximum rate for all
reserves (including but not limited to any emergency, supplemental or other
marginal reserve requirements) applicable to any member bank of the Federal
Reserve System in respect of Eurocurrency Liabilities (or any successor category
of liabilities under Regulation D issued by the Board, as in effect from time to
time). Such reserve percentages shall include, without limitation, those imposed
pursuant to said Regulation. The Statutory Reserves shall be adjusted
automatically on and as of the effective date of any change in such percentage.

            "Subsidiary" shall mean, with respect to any Person (herein referred
to as the "parent"), any corporation, association or other business entity
(whether now existing or hereafter organized) of which at least a majority of
the securities or other ownership interests having ordinary voting power for the
election of directors or managers is, at the time as of which any determination
is being made, owned or controlled by the parent or one or more subsidiaries of
the parent or by the parent and one or more subsidiaries of the parent.


                                       17
<PAGE>
            "Super-majority Lenders" shall have the meaning given such term in
Section 10.10(b).

            "Superpriority Claim" shall mean a claim against the Borrower and
any Guarantor in any of the Cases which is an administrative expense claim
having priority over any or all administrative expenses of the kind specified in
Sections 503(b) or 507(b) of the Bankruptcy Code.

            "Taxes" means any and all present or future taxes, levies, imposts,
duties, deductions, charges or withholdings imposed by any Governmental
Authority.

            "Termination Date" shall mean the earliest to occur of (i) the
Prepayment Date, (ii) the Maturity Date, (iii) the Consummation Date and (iv)
the acceleration of the Loans and the termination of the Total Commitment in
accordance with the terms hereof.

            "Termination Event" shall mean (i) a "reportable event", as such
term is described in Section 4043(c) of ERISA (other than a "reportable event"
as to which the 30-day notice is waived under subsection .22, .23, .25, .27 or
..28 of PBGC Regulation Section 4043) or an event described in Section 4068 of
ERISA and excluding events which would not be reasonably likely (as reasonably
determined by the Agent) to have a material adverse effect on the financial
condition, operations, business, properties or assets of the Borrower and the
Guarantors taken as a whole, or (ii) the withdrawal of the Borrower or any ERISA
Affiliate from a Multiple Employer Plan during a plan year in which it was a
"substantial employer," as such term is defined in Section 4001(a)(2) of ERISA,
the incurrence of liability by the Borrower or any ERISA Affiliate under Section
4064 of ERISA upon the termination of a Multiple Employer Plan, the imposition
of Withdrawal Liability, or (iii) providing notice of intent to terminate a Plan
pursuant to Section 4041(c) of ERISA or the treatment of a Plan amendment as a
termination under Section 4041 of ERISA, if such amendment requires the
provision of security, or (iv) the institution of proceedings to terminate a
Plan by the PBGC under Section 4042 of ERISA, or (v) any other event or
condition (other than the commencement of the Cases and the failure to have made
any contribution accrued as of the Filing Date but not paid) which would
reasonably be expected to constitute grounds under Section 4042 of ERISA for the
termination of, or the appointment of a trustee to administer, any Plan, or the
imposition of any liability under Title IV of ERISA (other than for the payment
of premiums to the PBGC in the ordinary course).

            "Total Commitment" shall mean, at any time, the sum of the Total
Tranche A Commitments and the Total Tranche B Commitments at such time.

            "Total Exposure" shall mean, at any time, the sum of (i) the Total
Tranche A Commitment and (ii) the aggregate outstanding principal amount of the
Term Loans.

            "Total Tranche A Commitment" shall mean, at any time, the sum of the
Tranche A Commitments at such time.

            "Total Tranche B Commitment" shall mean, at any time, the sum of the
Tranche B Commitments at such time.


                                       18
<PAGE>
            "Tranche A Commitment" shall mean the commitment of each Tranche A
Lender to make Tranche A Loans hereunder in the amount set forth opposite its
name on Annex A hereto or as may subsequently be set forth in the Register from
time to time, as the same may be reduced from time to time pursuant to Section
2.10 and Section 2.13.

            "Tranche A Commitment Percentage" shall mean at any time, with
respect to each Tranche A Lender, the percentage obtained by dividing its
Tranche A Commitment at such time by the Total Tranche A Commitment at such
time.

            "Tranche A Lender" shall mean each Lender having a Tranche A
Commitment.

            "Tranche A Letters of Credit" shall have the meaning set forth in
Section 2.03(a).

            "Tranche A Loans" shall have the meaning set forth in Section
2.01(a).

            "Tranche A Obligations" shall mean (a) the due and punctual payment
of principal of and interest on the Tranche A Loans and the reimbursement of all
amounts drawn under Letters of Credit and (b) the due and punctual payment of
the fees and all other present and future, fixed or contingent, monetary
obligations of the Borrower and the Guarantors payable to the Agent and the
Tranche A Lenders under the Loan Documents.

            "Tranche B Commitment" shall mean the commitment of each Tranche B
Lender to make Tranche B Loans hereunder.

            "Tranche B Commitment Percentage" shall mean at any time, with
respect to each Tranche B Lender, the percentage obtained by dividing its
Tranche B Commitment at such time by the Total Tranche B Commitment at such
time.

            "Tranche B Lender" shall mean each Lender having a Tranche B
Commitment.

            "Tranche B Loans" shall have the meaning set forth in Section
2.01(c).

            "Tranche B Obligations" shall mean (a) the due and punctual payment
of principal of and interest on the Tranche B Loans and (b) the due and punctual
payment of the fees and all other present and future, fixed or contingent,
monetary obligations of the Borrower and the Guarantors payable to the Agent and
the Tranche B Lenders under the Loan Documents.

            "Transferee" shall have the meaning given such term in Section 2.18.

            "Type" when used in respect of any Loan or Borrowing shall refer to
the Rate of interest by reference to which interest on such Loan or on the Loans
comprising such Borrowing is determined. For purposes hereof, "Rate" shall mean
the Adjusted LIBOR Rate and the Alternate Base Rate.

            "Unused Total Commitment" shall mean, at any time, (i) the Total
Commitment less (ii) the sum of (x) the aggregate outstanding principal amount
of all Loans and (y) the aggregate Letter of Credit Outstandings.


                                       19
<PAGE>
            "Unused Total Tranche A Commitment" shall mean, at any time, (i) the
Total Tranche A Commitments less (ii) the sum of (x) the aggregate outstanding
principal amount of all Tranche A Loans and (y) the aggregate Letter of Credit
Outstandings.

            "Withdrawal Liability" shall have the meaning given such term under
Part I of Subtitle E of Title IV of ERISA.

      SECTION 1.02 TERMS GENERALLY. The definitions in Section 1.01 shall apply
equally to both the singular and plural forms of the terms defined. Whenever the
context may require, any pronoun shall include the corresponding masculine,
feminine and neuter forms. All references herein to Sections, Exhibits and
Schedules shall be deemed references to Sections of, and Exhibits and Schedules
to, this Agreement unless the context shall otherwise require. Except as
otherwise expressly provided herein, all terms of an accounting or financial
nature shall be construed in accordance with GAAP, as in effect from time to
time; provided, however, that for purposes of determining compliance with any
covenant set forth in Section 6, such terms shall be construed in accordance
with GAAP as in effect on the date of this Agreement applied on a basis
consistent with the application used in the Borrower's audited financial
statements referred to in Section 3.04. Terms that are defined in the Uniform
Commercial Code of the State of New York shall have the same meaning herein
unless otherwise defined herein.

SECTION 2. AMOUNT AND TERMS OF CREDIT

      SECTION 2.01 COMMITMENTS OF THE LENDERS.

            (a) Each Tranche A Lender severally and not jointly with the other
Tranche A Lenders agrees, upon the terms and subject to the conditions herein
set forth (including, without limitation, the provisions of Section 2.28), to
make revolving credit loans (each a "Tranche A Loan" and collectively, the
"Tranche A Loans") to the Borrower at any time and from time to time during the
period commencing on the date hereof and ending on the Termination Date in an
aggregate principal amount not to exceed, when added to such Lender's Tranche A
Commitment Percentage of the then aggregate Letter of Credit Outstandings (in
excess of the amount of cash then held in the Letter of Credit Account pursuant
to Section 2.03(b)), the Tranche A Commitment of such Lender, which Tranche A
Loans may be repaid and reborrowed in accordance with the provisions of this
Agreement. At no time shall the sum of the then outstanding aggregate principal
amount of the Tranche A Loans plus the then aggregate Letter of Credit
Outstandings exceed the lesser of (i) the Total Tranche A Commitment of up to
$25,000,000, as the same may be reduced from time to time pursuant to Section
2.10 and Section 2.13 and (ii) the amount by which the Borrowing Base exceeds
the Tranche B Obligations.

            (b) Each Borrowing comprising a Tranche A Loan shall be made by the
Tranche A Lenders pro rata in accordance with their respective Tranche A
Commitments; provided, however, that the failure of any Tranche A Lender to make
any Tranche A Loan shall not in itself relieve the other Tranche A Lenders of
their obligations to lend.

            (c) Each Tranche B Lender severally and not jointly with the other
Tranche B Lenders agrees, upon the terms and subject to the conditions herein
set forth, to make available to the Borrower, one or more term loans in an
aggregate amount equal to such Lender's Tranche


                                       20
<PAGE>
B Commitment (the "Tranche B Loans"), which Tranche B Loans, once repaid, may
not be reborrowed. At no time shall the sum of the then outstanding aggregate
principal amount of Tranche B Loans exceed the Total Tranche B Commitment of up
to $50,000,000, as the same may be reduced from time to time pursuant to Section
2.10 and Section 2.13.

            (d) If the aggregate Commitments of the Initial Lenders, as set
forth on Annex A, is less than the amount of $75,000,000, then the Borrower
shall not be entitled to borrow in excess of the total of Commitments set forth
on Annex A as of the date hereof until such time as additional financial
institutions shall have become Lenders party hereto and shall have provided
additional Commitments such that the amount of the Total Commitments shall be in
excess of the Commitments of the Initial Lenders.

      SECTION 2.02 BORROWING BASE. Notwithstanding any other provision of this
Agreement to the contrary, the aggregate principal amount of all outstanding
Tranche A Loans plus Tranche B Loans plus the then aggregate Letter of Credit
Outstandings (in excess of the amount of cash then held in the Letter of Credit
Account pursuant to Section 2.03(c)) shall not at any time exceed the Borrowing
Base and no Loan shall be made or Letter of Credit issued in violation of the
foregoing, provided that prior to the repurchase of the Existing Receivables
Portfolio, aggregate extensions of credit hereunder may not exceed $20,000,000
(which shall be in the form of Letters of Credit or Tranche A Loans).

      SECTION 2.03 LETTERS OF CREDIT.

            (a) Upon the terms and subject to the conditions herein set forth,
the Borrower may request a Fronting Bank, at any time and from time to time
after the date hereof and prior to the Termination Date, to issue, and, subject
to the terms and conditions contained herein, such Fronting Bank shall issue,
for the account of the Borrower or a Guarantor one or more Letters of Credit
(the "Letters of Credit"), provided that no Letter of Credit shall be issued if
after giving effect to such issuance (i) the aggregate Letter of Credit
Outstandings shall exceed $10,000,000, or (ii) the aggregate Letter of Credit
Outstandings, when added to the aggregate outstanding principal amount of the
Tranche A Loans, would exceed the Total Tranche A Commitment and, provided
further that no Letter of Credit shall be issued if the Fronting Bank shall have
received notice from the Agent or the Required Lenders that the conditions to
such issuance have not been met.

            (b) No Letter of Credit shall expire later than the Maturity Date,
provided, that if any Letter of Credit shall be outstanding on the Termination
Date, the Borrower shall, at or prior to the Termination Date, except as the
Agent may otherwise agree in writing, (i) cause all Letters of Credit which
expire after the Termination Date to be returned to the Fronting Bank undrawn
and marked "cancelled" or (ii) if the Borrower is unable to do so in whole or in
part, either (x) provide a "back-to-back" letter of credit to one or more
Fronting Banks in a form satisfactory to such Fronting Bank and the Agent (in
their sole discretion), issued by a bank satisfactory to such Fronting Bank and
the Agent (in their sole discretion), and in an amount equal to 105% of the then
undrawn stated amount of all outstanding Letters of Credit issued by such
Fronting Banks (less the amount, if any, then on deposit in the Letter of Credit
Account) or (y) deposit cash in the Letter of Credit Account in an amount equal
to 105% of the then undrawn stated amount of all Letter of Credit Outstandings
(less the amount, if any, then on deposit in the


                                       21
<PAGE>
Letter of Credit Account) as collateral security for the Borrower's
reimbursement obligations in connection therewith, such cash to be remitted to
the Borrower upon the expiration, cancellation or other termination or
satisfaction of such reimbursement obligations ("Cash Collateralization").

            (c) The Borrower shall pay to each Fronting Bank, in addition to
such other fees and charges as are specifically provided for in Section 2.21
hereof, such fees and charges in connection with the issuance and processing of
the Letters of Credit issued by such Fronting Bank as are customarily imposed by
such Fronting Bank from time to time in connection with letter of credit
transactions.

            (d) Drafts drawn under each Letter of Credit shall be reimbursed by
the Borrower in Dollars not later than the first Business Day following the date
of draw and shall bear interest from the date of draw until the first Business
Day following the date of draw at a rate per annum (i) equal to the Alternate
Base Rate plus 3% and thereafter on the unreimbursed portion until reimbursed in
full at a rate per annum equal to the Alternate Base Rate plus 5% (computed on
the basis of the actual number of days elapsed over a year of 365 days or 366
days in a leap year). The Borrower shall effect such reimbursement (x) if such
draw occurs prior to the Termination Date, in cash or through a Borrowing of a
Tranche A Loan from the Tranche A Lenders pro rata in accordance with their
Tranche A Commitment Percentage, without the satisfaction of the conditions
precedent set forth in Section 4.02 or (y) if such draw occurs on or after the
Termination Date, in cash. Each Tranche A Lender agrees to make the Tranche A
Loans, described in clause (x) of the preceding sentence notwithstanding a
failure to satisfy the applicable lending conditions thereto or the provisions
of Sections 2.02 or 2.28.

            (e) Immediately upon the issuance of any Letter of Credit by any
Fronting Bank, such Fronting Bank shall be deemed to have sold to each Tranche A
Bank (other than such Fronting Bank) and each such other Tranche A Bank shall be
deemed unconditionally and irrevocably to have purchased from such Fronting
Bank, without recourse or warranty, an undivided interest and participation, to
the extent of such Lender's Tranche A Commitment Percentage, in such Letter of
Credit, each drawing thereunder and the obligations of the Borrower and the
Guarantors under this Agreement with respect thereto. Upon any change in the
Tranche A Commitments pursuant to Section 10.03, it is hereby agreed that with
respect to all Letter of Credit Outstandings, there shall be an automatic
adjustment to the participations hereby created to reflect the new Tranche A
Commitment Percentage of the assigning and assignee Lenders. Any action taken or
omitted by a Fronting Bank under or in connection with a Letter of Credit, if
taken or omitted in the absence of gross negligence or willful misconduct, shall
not create for such Fronting Bank any resulting liability to any other Lender.

            (f) In the event that a Fronting Bank makes any payment under any
Letter of Credit and the Borrower shall not have reimbursed such amount in full
to such Fronting Bank pursuant to this Section, the Fronting Bank shall promptly
notify the Agent, which shall promptly notify each Tranche A Lender, of such
failure, and each such Tranche A Lender shall promptly and unconditionally pay
to the Agent for the account of the Fronting Bank the amount of such Lender's
Tranche A Commitment Percentage of such unreimbursed payment in Dollars and in
same day funds. If the Fronting Bank so notifies the Agent, and the Agent so
notifies the Tranche A Lenders prior to 11:00 a.m. (New York City time) on any
Business Day, such Lenders shall make available to the Fronting Bank such
Lender's Tranche A Commitment


                                       22
<PAGE>
Percentage of the amount of such payment on such Business Day in same day funds.
If and to the extent such Lender shall not have so made its Tranche A Commitment
Percentage of the amount of such payment available to the Fronting Bank, such
Lender agrees to pay to such Fronting Bank, forthwith on demand such amount,
together with interest thereon, for each day from such date until the date such
amount is paid to the Agent for the account of such Fronting Bank at the Federal
Funds Effective Rate. The failure of any Lender to make available to the
Fronting Bank its Tranche A Commitment Percentage, of any payment under any
Letter of Credit shall not relieve any other Lender of its obligation hereunder
to make available to the Fronting Bank its Tranche A Commitment Percentage, of
any payment under any Letter of Credit on the date required, as specified above,
but no Lender shall be responsible for the failure of any other Lender to make
available to such Fronting Bank such other Lender's Tranche A Commitment
Percentage of any such payment. Whenever a Fronting Bank receives a payment of a
reimbursement obligation as to which it has received any payments from the
Lenders pursuant to this paragraph, such Fronting Bank shall pay to each Lender
which has paid its Tranche A Commitment Percentage thereof, in Dollars and in
same day funds, an amount equal to such Lender's Tranche A Commitment Percentage
thereof.

      SECTION 2.04 ISSUANCE. Whenever the Borrower desires a Fronting Bank to
issue a Letter of Credit, it shall give to such Fronting Bank and the Agent
prior written (including telegraphic, telex, facsimile or cable communication)
notice reasonably in advance of the requested date of issuance specifying the
date on which the proposed Letter of Credit is to be issued (which shall be a
Business Day), the stated amount of the Letter of Credit so requested, the
expiration date of such Letter of Credit and the name and address of the
beneficiary thereof.

      SECTION 2.05 NATURE OF LETTER OF CREDIT OBLIGATIONS ABSOLUTE. The
obligations of the Borrower to reimburse the Tranche A Lenders for drawings made
under any Letter of Credit shall be unconditional and irrevocable and shall be
paid strictly in accordance with the terms of this Agreement under all
circumstances, including, without limitation (it being understood that any such
payment by the Borrower shall be without prejudice to, and shall not constitute
a waiver of, any rights the Borrower might have or might acquire as a result of
the payment by the Fronting Bank of any draft or the reimbursement by the
Borrower thereof): (i) any lack of validity or enforceability of any Letter of
Credit; (ii) the existence of any claim, setoff, defense or other right which
the Borrower or any Guarantor may have at any time against a beneficiary of any
Letter of Credit or against any of the Lenders, whether in connection with this
Agreement, the transactions contemplated herein or any unrelated transaction;
(iii) any draft, demand, certificate or other document presented under any
Letter of Credit proving to be forged, fraudulent, invalid or insufficient in
any respect or any statement therein being untrue or inaccurate in any respect;
(iv) payment by a Fronting Bank of any Letter of Credit against presentation of
a demand, draft or certificate or other document which does not comply with the
terms of such Letter of Credit; (v) any other circumstance or happening
whatsoever, which is similar to any of the foregoing; or (vi) the fact that any
Event of Default shall have occurred and be continuing.

      SECTION 2.06 MAKING OF LOANS.

            (a) Except as contemplated by Section 2.11, Tranche A Loans shall be
either ABR Loans or Eurodollar Loans as the Borrower may request subject to and
in accordance with


                                       23
<PAGE>
this Section, provided that all Tranche A Loans made pursuant to the same
Borrowing shall, unless otherwise specifically provided herein, be Tranche A
Loans of the same Type. Each Tranche A Lender may fulfill its Tranche A
Commitment with respect to any Eurodollar Loan or ABR Loan by causing any
lending office of such Tranche A Lender to make such Tranche A Loan; provided
that any such use of a lending office shall not affect the obligation of the
Borrower to repay such Tranche A Loan in accordance with the terms of this
Agreement. Each Tranche A Lender shall, subject to its overall policy
considerations, use reasonable efforts (but shall not be obligated) to select a
lending office which will not result in the payment of increased costs by the
Borrower pursuant to Section 2.15. Subject to the other provisions of this
Section and the provisions of Section 2.12, Borrowings of Tranche A Loans of
more than one Type may be incurred at the same time, provided that no more than
nine (9) Borrowings of Eurodollar Loans may be outstanding at any time.

            (b) The Borrower shall give the Agent prior notice of each Borrowing
hereunder of at least three Business Days for Eurodollar Loans and one Business
Day for ABR Loans; such notice shall be irrevocable and shall specify the amount
of the proposed Borrowing (which shall not be less than $1,000,000 in the case
of Eurodollar Loans and $1,000,000 in the case of ABR Loans) and the date
thereof (which shall be a Business Day) and shall contain disbursement
instructions. Such notice, to be effective, must be received by the Agent not
later than 1:00 p.m., New York City time, on the third Business Day in the case
of Eurodollar Loans and 12:00 noon, New York City time on the first Business Day
in the case of ABR Loans, preceding the date on which such Borrowing is to be
made, provided that same day borrowings of ABR Loans in an aggregate amount of
$10,000,000 will be available if notice is received by the agent no later than
11:00 a.m., New York City time, on such day. With respect to Borrowings other
than same day Borrowings, such notice shall specify whether the Borrowing then
being requested is to be a Borrowing of ABR Loans or Eurodollar Loans. If no
election is made as to the Type of Loan, such notice shall be deemed a request
for Borrowing of ABR Loans. The Agent shall promptly notify each Tranche A
Lender of its proportionate share of such Borrowing, the date of such Borrowing,
the Type of Borrowing or Tranche A Loans being requested and the Interest Period
or Interest Periods applicable thereto, as appropriate. On the borrowing date
specified in such notice, each Tranche A Lender shall make its share of the
Borrowing available at the office of the Agent at 270 Park Avenue, New York, New
York 10017, no later than 12:00 noon, New York City time, in immediately
available funds. Upon receipt of the funds made available by the Tranche A
Lenders to fund any borrowing hereunder, the Agent shall disburse such funds in
the manner specified in the notice of borrowing delivered by the Borrower and
shall use reasonable efforts to make the funds so received from the Tranche A
Lenders available to the Borrower no later than 2:00 p.m. New York City time.

      SECTION 2.07 REPAYMENT OF LOANS; EVIDENCE OF DEBT.

            (a) The Borrower hereby unconditionally promises to pay to the Agent
for the account of each Lender the then unpaid principal amount of each Loan on
the Termination Date subject to the priorities set forth in Section 2.14.

            (b) Each Lender shall maintain in accordance with its usual practice
an account or accounts evidencing the indebtedness of the Borrower to such
Lender resulting from


                                       24
<PAGE>
each Loan made by such Lender, including the amounts of principal and interest
payable and paid to such Lender from time to time hereunder.

            (c) The Agent shall maintain accounts in which it shall record (i)
the amount of each Loan made hereunder, the Type thereof and the Interest Period
applicable thereto, (ii) the amount of any principal or interest due and payable
or to become due and payable from the Borrower to each Lender hereunder and
(iii) the amount of any sum received by the Agent hereunder for the account of
the Lenders and each Lender's share thereof.

            (d) The entries made in the accounts maintained pursuant to
paragraph (b) or (c) of this Section shall be prima facie evidence of the
existence and amounts of the obligations recorded therein; provided that the
failure of any Lender or the Agent to maintain such accounts or any error
therein shall not in any manner affect the obligation of the Borrower to repay
the Loans in accordance with the terms of this Agreement.

            (e) Any Lender may request that Loans made by it be evidenced by a
promissory note. In such event, the Borrower shall execute and deliver to such
Lender a promissory note payable to the order of such Lender (or, if requested
by such Lender, to such Lender and its registered assigns) in a form furnished
by the Agent and reasonably acceptable to the Borrower. Thereafter, the Loans
evidenced by such promissory note and interest thereon shall at all times
(including after assignment pursuant to Section 10.03) be represented by one or
more promissory notes in such form payable to the order of the payee named
therein (or, if such promissory note is a registered note, to such payee and its
registered assigns).

      SECTION 2.08 INTEREST ON LOANS.

            (a) Subject to the provisions of Section 2.09, each ABR Loan shall
bear interest (computed on the basis of the actual number of days elapsed over a
year of 360 days or, when the Alternate Base Rate is based on the Prime Rate, a
year with 365 days or 366 days in a leap year) at a rate per annum equal to the
Alternate Base Rate plus 3%.

            (b) Subject to the provisions of Section 2.09, each Eurodollar Loan
shall bear interest (computed on the basis of the actual number of days elapsed
over a year of 360 days) at a rate per annum equal, during each Interest Period
applicable thereto, to the Adjusted LIBOR Rate for such Interest Period in
effect for such Borrowing plus 4%.

            (c) Accrued interest on all Loans shall be payable monthly in
arrears on each Interest Payment Date applicable thereto, on the Termination
Date, after the Termination Date on demand and (with respect to Eurodollar
Loans) upon any repayment or prepayment thereof (on the amount prepaid).

      SECTION 2.09 DEFAULT INTEREST. If the Borrower or any Guarantor, as the
case may be, shall default in the payment of the principal of or interest on any
Loan or in the payment of any other amount becoming due hereunder (including,
without limitation, the reimbursement pursuant to Section 2.03(d) of any draft
drawn under a Letter of Credit), whether at stated maturity, by acceleration or
otherwise, the Borrower or such Guarantor, as the case may be, shall on demand
from time to time pay interest, to the extent permitted by law, on such
defaulted amount up to (but not including) the date of actual payment (after as
well as before judgment) at


                                       25
<PAGE>
a rate per annum (computed on the basis of the actual number of days elapsed
over a year of 360 days or when the Alternate Base Rate is applicable and is
based on the Prime Rate, a year with 365 days or 366 days in a leap year) equal
to (x) in the case of Borrowings consisting of Eurodollar Loans, the Adjusted
LIBOR Rate in effect for such Borrowing plus 6% and (y) in the case of all other
amounts, the Alternate Base Rate plus 5%.

      SECTION 2.10 OPTIONAL TERMINATION OR REDUCTION OF COMMITMENT. Upon at
least two Business Days' prior written notice to the Agent, the Borrower may at
any time in whole permanently terminate, or from time to time in part
permanently reduce, the Unused Total Tranche A Commitment or the Total Tranche B
Commitment; provided, however, that at any time of any reduction or termination
of the Tranche B Commitment, the Total Tranche A Commitment shall have been
wholly and permanently terminated, all Tranche A Loans shall have been paid in
full and no Letters of Credit shall be outstanding, or, if outstanding, then
backed by Cash Collateralization. Each such reduction of the Commitments shall
be in the principal amount of $1,000,000 or any integral multiple thereof.
Simultaneously with each reduction or termination of the Tranche A Commitment,
the Borrower shall pay to the Agent for the account of each Tranche A Lender the
Tranche A Commitment Fee accrued and unpaid on the amount of the Tranche A
Commitment of such Tranche A Lender so terminated or reduced through the date
thereof. Any reduction of the Total Tranche A Commitment pursuant to this
Section shall be applied to reduce the Tranche A Commitment of each Lender pro
rata according to each such Lender's Tranche A Commitment Percentage. Any
termination or reduction of the Total Tranche B Commitment pursuant to this
Section 2.10 shall be applied to reduce pro rata the Total Tranche B Commitment
of each Tranche B Lender according to each such Lender's Tranche B Commitment
Percentage.

      SECTION 2.11 ALTERNATE RATE OF INTEREST. In the event, and on each
occasion, that on the day two Business Days prior to the commencement of any
Interest Period for a Eurodollar Loan, the Agent shall have determined (which
determination shall be conclusive and binding upon the Borrower absent manifest
error) that reasonable means do not exist for ascertaining the applicable
Adjusted LIBOR Rate, the Agent shall, as soon as practicable thereafter, give
written, facsimile or telegraphic notice of such determination to the Borrower
and the Lenders, and any request by the Borrower for a Borrowing of Eurodollar
Loans (including pursuant to a refinancing with Eurodollar Loans) pursuant to
Section 2.06 or 2.12 shall be deemed a request for a Borrowing of ABR Loans.
After such notice shall have been given and until the circumstances giving rise
to such notice no longer exist, each request for a Borrowing of Eurodollar Loans
shall be deemed to be a request for a Borrowing of ABR Loans.

      SECTION 2.12 REFINANCING OF LOANS. The Borrower shall have the right, at
any time, on three Business Days' prior irrevocable notice to the Agent (which
notice, to be effective, must be received by the Agent not later than 1:00 p.m.,
New York City time, on the third Business Day preceding the date of any
refinancing), (x) to refinance (without the satisfaction of the conditions set
forth in Section 4 as a condition to such refinancing) any outstanding Borrowing
or Borrowings of Loans of one Type (or a portion thereof) with a Borrowing of
Loans of the other Type or (y) to continue an outstanding Borrowing of
Eurodollar Loans for an additional Interest Period, subject to the following:


                                       26
<PAGE>
            (a) as a condition to the refinancing of ABR Loans with Eurodollar
Loans and to the continuation of Eurodollar Loans for an additional Interest
Period, no Event of Default shall have occurred and be continuing at the time of
such refinancing;

            (b) if less than a full Borrowing of Loans shall be refinanced, such
refinancing shall be made pro rata among the Lenders in accordance with the
respective principal amounts of the Loans comprising such Borrowing held by the
Lenders immediately prior to such refinancing;

            (c) the aggregate principal amount of Loans being refinanced shall
be at least $1,000,000, provided that no partial refinancing of a Borrowing of
Eurodollar Loans shall result in the Eurodollar Loans remaining outstanding
pursuant to such Borrowing being less than $1,000,000 in aggregate principal
amount;

            (d) each Lender shall effect each refinancing by applying the
proceeds of its new Eurodollar Loan or ABR Loan, as the case may be, to its Loan
being refinanced;

            (e) the Interest Period with respect to a Borrowing of Eurodollar
Loans effected by a refinancing or in respect to the Borrowing of Eurodollar
Loans being continued as Eurodollar Loans shall commence on the date of
refinancing or the expiration of the current Interest Period applicable to such
continuing Borrowing, as the case may be;

            (f) a Borrowing of Eurodollar Loans may be refinanced only on the
last day of an Interest Period applicable thereto; and

            (g) each request for a refinancing with a Borrowing of Eurodollar
Loans which fails to state an applicable Interest Period shall be deemed to be a
request for an Interest Period of one month.

In the event that the Borrower shall not give notice to refinance any Borrowing
of Eurodollar Loans, or to continue such Borrowing as Eurodollar Loans, or shall
not be entitled to refinance or continue such Borrowing as Eurodollar Loans, in
each case as provided above, such Borrowing shall automatically be refinanced
with a Borrowing of ABR Loans at the expiration of the then-current Interest
Period. The Agent shall, after it receives notice from the Borrower, promptly
give each Tranche A Lender notice of any refinancing, in whole or part, of any
Tranche A Loan made by such Lender.

      SECTION 2.13 MANDATORY PREPAYMENT; COMMITMENT TERMINATION; CASH
COLLATERAL.

            (a) If at any time the aggregate principal amount of the outstanding
Tranche A Loans plus the Letter of Credit Outstandings exceeds the lesser of (x)
the Total Tranche A Commitment and (y) the Borrowing Base minus the Tranche B
Obligations, the Borrower will within three Business Days (i) prepay the Tranche
A Loans in an amount necessary to cause the aggregate principal amount of the
outstanding Tranche A Loans plus the aggregate Letter of Credit Outstandings to
be equal to or less than the Total Tranche A Commitment and/or the Borrowing
Base minus the Tranche B Obligations, as the case may be, and (ii) if, after
giving effect to the prepayment in full of the Tranche A Loans, the undrawn
amount of outstanding


                                       27
<PAGE>
Letter of Credit Outstandings in excess of the amount of cash held in the Letter
of Credit Account exceeds the Total Tranche A Commitment and/or the Borrowing
Base minus the Tranche B Obligations, as the case may be, deposit into the
Letter of Credit Account an amount equal to 105% of the amount by which the
aggregate Letter of Credit Outstandings in excess of the amount of cash held in
the Letter of Credit Account so exceeds the Total Tranche A Commitment or
Borrowing Base minus the Tranche B Obligations, as the case may be.

            (b) Upon the Termination Date, the Total Commitment shall be
terminated in full and the Borrower shall pay the Loans in full (plus any
accrued but unpaid interest and fees thereon) and, except as the Agent may
otherwise agree in writing, if any Letter of Credit remains outstanding, shall
comply with Section 2.03(b).

      SECTION 2.14 OPTIONAL PREPAYMENT OF LOANS; REIMBURSEMENT OF LENDERS.

            (a) The Borrower shall have the right at any time and from time to
time to prepay any Loans, in whole or in part, (x) with respect to Eurodollar
Loans, upon at least three Business Days' prior written or facsimile notice to
the Agent and (y) with respect to ABR Loans on the same Business Day if written
or facsimile notice is received by the Agent prior to 12:00 noon, New York City
time, and thereafter upon at least one Business Day's prior written or facsimile
notice to the Agent; provided, however, that (i) any prepayment permitted by
this Section 2.14(a) shall be applied first to Tranche A Loans (without a
reduction of the Tranche A Commitment) and, after the Tranche A Loans have been
prepaid in full, to Borrowings under the Tranche B Loans; (ii) each such partial
prepayment shall be in multiples of $1,000,000, (iii) no prepayment of
Eurodollar Loans shall be permitted pursuant to this Section 2.14(a) other than
on the last day of an Interest Period applicable thereto unless such prepayment
is accompanied by the payment of the amounts described in clause (i) of the
first sentence of Section 2.14(b), and (iv) no partial prepayment of a Borrowing
of Eurodollar Loans shall result in the aggregate principal amount of the
Eurodollar Loans remaining outstanding pursuant to such Borrowing being less
than $1,000,000. Each notice of prepayment shall specify the prepayment date,
the principal amount of the Loans to be prepaid and in the case of Eurodollar
Loans, the Borrowing or Borrowings pursuant to which made, shall be irrevocable
and shall commit the Borrower to prepay such Loan by the amount and on the date
stated therein. The Agent shall, promptly after receiving notice from the
Borrower hereunder, notify each Tranche A or Tranche B Lender, as the case may
be, of the principal amount of the Tranche A Loans or Tranche B Loans, as the
case may be, held by such Lender which are to be prepaid, the prepayment date
and the manner of application of the prepayment.

            (b) The Borrower shall reimburse each Lender on demand for any loss
incurred or to be incurred by it in the reemployment of the funds released (i)
resulting from any prepayment (for any reason whatsoever, including, without
limitation, refinancing with ABR Loans) of any Eurodollar Loan required or
permitted under this Agreement, if such Loan is prepaid other than on the last
day of the Interest Period for such Loan (including, without limitation, any
such prepayment in connection with the syndication of the credit facility
evidenced by this Agreement) or (ii) in the event that after the Borrower
delivers a notice of borrowing under Section 2.06 in respect of Eurodollar
Loans, such Loans are not made on the first day of the Interest Period specified
in such notice of borrowing for any reason other than a breach by such Lender of
its obligations hereunder. Such loss shall be the amount as reasonably


                                       28
<PAGE>
determined by such Lender as the excess, if any, of (A) the amount of interest
which would have accrued to such Lender on the amount so paid or not borrowed at
a rate of interest equal to the Adjusted LIBOR Rate for such Loan, for the
period from the date of such payment or failure to borrow to the last day (x) in
the case of a payment or refinancing with ABR Loans other than on the last day
of the Interest Period for such Loan, of the then current Interest Period for
such Loan, or (y) in the case of such failure to borrow, of the Interest Period
for such Loan which would have commenced on the date of such failure to borrow,
over (B) the amount of interest which would have accrued to such Lender on such
amount by placing such amount on deposit for a comparable period with leading
banks in the London interbank market. Each Lender shall deliver to the Borrower
from time to time one or more certificates setting forth the amount of such loss
as determined by such Lender.

            (c) In the event the Borrower fails to prepay any Loan on the date
specified in any prepayment notice delivered pursuant to Section 2.14(a), the
Borrower on demand by any Lender shall pay to the Agent for the account of such
Lender any amounts required to compensate such Lender for any loss incurred by
such Lender as a result of such failure to prepay, including, without
limitation, any loss, cost or expenses incurred by reason of the acquisition of
deposits or other funds by such Lender to fulfill deposit obligations incurred
in anticipation of such prepayment, but without duplication of any amounts paid
under Section 2.14(b). Each Lender shall deliver to the Borrower from time to
time one or more certificates setting forth the amount of such loss as
determined by such Lender.

            (d) Except as otherwise provided herein, any partial prepayment of
the Loans by the Borrower pursuant to Sections 2.13 or 2.14 shall be applied as
specified by the Borrower or, in the absence of such specification, as
determined by the Agent, provided that in the latter case no Eurodollar Loans
shall be prepaid pursuant to Section 2.13 to the extent that such Loan has an
Interest Period ending after the required date of prepayment unless and until
all outstanding ABR Loans and Eurodollar Loans with Interest Periods ending on
such date have been repaid in full.

      SECTION 2.15 RESERVE REQUIREMENTS; CHANGE IN CIRCUMSTANCES.

            (a) Notwithstanding any other provision herein, if after the date of
this Agreement any change in applicable law or regulation or in the
interpretation or administration thereof by any Governmental Authority charged
with the interpretation or administration thereof (whether or not having the
force of law) shall change the basis of taxation of payments to any Lender of
the principal of or interest on any Eurodollar Loan made by such Lender or any
fees or other amounts payable hereunder (other than changes in respect of Taxes,
Other Taxes and taxes imposed on, or measured by, the net income or overall
gross receipts or franchise taxes of such Lender by the national jurisdiction in
which such Lender has its principal office or in which the applicable lending
office for such Eurodollar Loan is located or by any political subdivision or
taxing authority therein, or by any other jurisdiction or by any political
subdivision or taxing authority therein other than a jurisdiction in which such
Lender would not be subject to tax but for the execution and performance of this
Agreement), or shall impose, modify or deem applicable any reserve, special
deposit or similar requirement against assets of, deposits with or for the
account of or credit extended by such Lender (except any such reserve
requirement which is reflected in the Adjusted LIBOR Rate) or shall impose on
such Lender or the London


                                       29
<PAGE>
interbank market any other condition affecting this Agreement or the Eurodollar
Loans made by such Lender, and the result of any of the foregoing shall be to
increase the cost to such Lender of making or maintaining any Eurodollar Loan or
to reduce the amount of any sum received or receivable by such Lender hereunder
(whether of principal, interest or otherwise) by an amount deemed by such Lender
to be material, then the Borrower will pay to such Lender in accordance with
paragraph (c) below such additional amount or amounts as will compensate such
Lender for such additional costs incurred or reduction suffered.

            (b) If any Lender shall have determined that the adoption or
effectiveness after the date hereof of any law, rule, regulation or guideline
regarding capital adequacy, or any change in any of the foregoing or in the
interpretation or administration of any of the foregoing by any governmental
authority, central bank or comparable agency charged with the interpretation or
administration thereof, or compliance by any Lender (or any lending office of
such Lender) or any Lender's holding company with any request or directive
regarding capital adequacy (whether or not having the force of law) of any such
authority, central bank or comparable agency, has or would have the effect of
reducing the rate of return on such Lender's capital or on the capital of such
Lender's holding company, if any, as a consequence of this Agreement, the Loans
made by such Lender pursuant hereto, such Lender's Commitment hereunder or the
issuance of, or participation in, any Letter of Credit by such Lender to a level
below that which such Lender or such Lender's holding company could have
achieved but for such adoption, change or compliance (taking into account
Lender's policies and the policies of such Lender's holding company with respect
to capital adequacy) by an amount deemed by such Lender to be material (except
to the extent that such amount is reflected in the Adjusted LIBOR Rate), then
from time to time the Borrower shall pay to such Lender such additional amount
or amounts as will compensate such Lender or such Lender's holding company for
any such reduction suffered.

            (c) A certificate of each Lender setting forth such amount or
amounts as shall be necessary to compensate such Lender or its holding company
as specified in paragraph (a) or (b) above, as the case may be, shall be
delivered to the Borrower and shall be conclusive absent manifest error. The
Borrower shall pay each Lender the amount shown as due on any such certificate
delivered to it within 10 days after its receipt of the same. Any Lender
receiving any such payment shall promptly make a refund thereof to the Borrower
if the law, regulation, guideline or change in circumstances giving rise to such
payment is subsequently deemed or held to be invalid or inapplicable.

            (d) Failure on the part of any Lender to demand compensation for any
increased costs or reduction in amounts received or receivable or reduction in
return on capital with respect to any period shall not constitute a waiver of
such Lender's right to demand compensation with respect to such period or any
other period, provided that the Borrower shall not be required to compensate a
Lender pursuant to this Section for any increased costs or reductions incurred
more than 270 days prior to the date that such Lender notifies the Borrower of
the circumstance giving rise to such increased costs or reductions and of such
Lender's intention to claim compensation therefor. The protection of this
Section shall be available to each Lender regardless of any possible contention
of the invalidity or inapplicability of the law, rule, regulation, guideline or
other change or condition which shall have occurred or been imposed.


                                       30
<PAGE>
      SECTION 2.16 CHANGE IN LEGALITY.

            (a) Notwithstanding anything to the contrary contained elsewhere in
this Agreement, if (x) any change after the date of this Agreement in any law or
regulation or in the interpretation thereof by any Governmental Authority
charged with the administration thereof shall make it unlawful for a Lender to
make or maintain a Eurodollar Loan or to give effect to its obligations as
contemplated hereby with respect to a Eurodollar Loan or (y) at any time any
Lender determines that the making or continuance of any of its Eurodollar Loans
has become impracticable as a result of a contingency occurring after the date
hereof which adversely affects the London interbank market or the position of
such Lender in such market, then, by written notice to the Borrower, such Lender
may (i) declare that Eurodollar Loans will not thereafter be made by such Lender
hereunder, whereupon any request by the Borrower for a Eurodollar Borrowing
shall, as to such Lender only, be deemed a request for an ABR Loan unless such
declaration shall be subsequently withdrawn; and (ii) require that all
outstanding Eurodollar Loans made by it be converted to ABR Loans, in which
event all such Eurodollar Loans shall be automatically converted to ABR Loans as
of the effective date of such notice as provided in paragraph (b) below. In the
event any Lender shall exercise its rights under clause (i) or (ii) of this
paragraph (a), all payments and prepayments of principal which would otherwise
have been applied to repay the Eurodollar Loans that would have been made by
such Lender or the converted Eurodollar Loans of such Lender shall instead be
applied to repay the ABR Loans made by such Lender in lieu of, or resulting from
the conversion of, such Eurodollar Loans.

            (b) For purposes of this Section 2.16, a notice to the Borrower by
any Lender pursuant to paragraph (a) above shall be effective, if lawful, and if
any Eurodollar Loans shall then be outstanding, on the last day of the
then-current Interest Period, otherwise, such notice shall be effective on the
date of receipt by the Borrower.

      SECTION 2.17 PRO RATA TREATMENT, ETC. All payments and repayments of
principal and interest in respect of the Tranche A Loans or Tranche B Loans
(except as provided in Sections 2.15 and 2.16) shall be made pro rata among the
Tranche A Lenders or the Tranche B Lenders, as the case may be, in accordance
with the then outstanding principal amount of the Tranche A Loans or the Tranche
B Loans, as the case may be, and/or participations in Letter of Credit
Outstandings hereunder and all payments of Commitment Fees and Letter of Credit
Fees (other than those payable to a Fronting Bank) shall be made pro rata among
the Tranche A Lenders in accordance with their Tranche A Commitments. All
payments by the Borrower hereunder shall be (i) net of any tax applicable to the
Borrower or Guarantor and (ii) made in Dollars in immediately available funds at
the office of the Agent by 12:00 noon, New York City time, on the date on which
such payment shall be due. Interest in respect of any Loan hereunder shall
accrue from and including the date of such Loan to but excluding the date on
which such Loan is paid in full or converted to a Loan of a different Type.

      SECTION 2.18 TAXES. (a) Any and all payments by or on account of any
obligation of the Borrower hereunder shall be made free and clear of, and
without deduction for, any Indemnified Taxes or Other Taxes; provided that if
the Borrower shall be required to deduct any Indemnified Taxes or Other Taxes
from such payments, then (i) the sum payable shall be increased as necessary so
that after making all required deductions (including deductions applicable to
additional sums payable under this Section) the Agent, Lender or Fronting Bank
(as


                                       31
<PAGE>
the case may be) receives an amount equal to the sum it would have received had
no such deductions been made, (ii) the Borrower shall make such deductions and
(iii) the Borrower shall pay the full amount deducted to the relevant
Governmental Authority in accordance with applicable law.

            (b) In addition, the Borrower shall pay any Other Taxes to the
relevant Governmental Authority in accordance with applicable law.

            (c) The Borrower will indemnify the Agent, each Lender and the
Fronting Bank, within 10 days after written demand therefore, for the full
amount of any Indemnified Taxes or Other Taxes paid by the Agent, such Lender or
the Fronting Bank, as the case may be, on or with respect to any payment by or
on account of any obligation of the Borrower hereunder (including Indemnified
taxes or Other Taxes imposed or asserted on or attributable to amount payable
under this Section) and any penalties, interest and reasonable expenses arising
therefrom or with respect thereto, whether or not such Indemnified Taxes or
Other Taxes were correctly or legally imposed or asserted by the relevant
Governmental Authority. A certificate as to the amount of such payment or
liability delivered to the Borrower by a Lender or the Fronting Bank, or by the
Agent on its own behalf or on behalf of a Lender or the Fronting Bank, shall be
conclusive absent manifest error.

            (d) As soon as practicable after any payment of Indemnified Taxes or
Other Taxes by the Borrower to a Governmental Authority, the Borrower shall
deliver to the Agent the original or a certified copy of a receipt issued by
such Governmental Authority evidencing such payment, a copy of the return
reporting such payment or other evidence of such payment reasonably satisfactory
to the Agent.

            (e) Any Foreign Lender that is entitled to an exemption from or
reduction of withholding tax under the law of the jurisdiction in which the
Borrower is located, or any treaty to which such jurisdiction is a party, with
respect to payments under this Agreement shall deliver to the Borrower (with a
copy to the Agent), at the time or times prescribed by applicable law, such
properly completed and executed documentation prescribed by applicable law or
reasonably requested by the Borrower as will permit such payments to be made
without withholding or at a reduced rate.

      SECTION 2.19 CERTAIN FEES. The Borrower shall pay to the Agent, for the
respective accounts of the Agent and the Lenders, the fees set forth in that
certain joint fee letter dated January 29, 2003 among the Agent, J.P.Morgan
Securities Inc., General Electric Capital Corporation, Bank One, NA and the
Borrower at the times set forth therein.

      SECTION 2.20 COMMITMENT FEE. The Borrower shall pay to the Lenders a
commitment fee (the "Commitment Fee") for the period commencing on the Closing
Date to the Termination Date or the earlier date of termination of the
Commitment, computed (on the basis of the actual number of days elapsed over a
year of 360 days) at the rate of 3/4 of one percent (1%) per annum on the
average daily Unused Total Commitment. Such Commitment Fee, to the extent then
accrued, shall be payable (x) monthly, in arrears, on the last calendar day of
each month, (y) on the Termination Date and (z) as provided in Section 2.10
hereof, upon any reduction or termination in whole or in part of the Total
Tranche A Commitment.


                                       32
<PAGE>
      SECTION 2.21 LETTER OF CREDIT FEES. The Borrower shall pay with respect to
each Letter of Credit (i) to the Agent on behalf of the Lenders a fee calculated
(on the basis of the actual number of days elapsed over a year of 360 days) at
the rate of (x) (4%) per annum on the daily average Letter of Credit
Outstandings and (ii) to the Fronting Bank such Fronting Bank's customary fees
for issuance, amendments and processing referred to in Section 2.03. In
addition, the Borrower agrees to pay each Fronting Bank for its account a
fronting fee of one quarter of one percent (1/4%) per annum in respect of each
Letter of Credit issued by such Fronting Bank, for the period from and including
the date of issuance of such Letter of Credit to and including the date of
termination of such Letter of Credit, computed at a rate, and payable at times,
to be determined by such Fronting Bank, the Borrower and the Agent. Accrued fees
described in clause (i) of the first sentence of this paragraph in respect of
each Letter of Credit shall be due and payable monthly in arrears on the last
calendar day of each month and on the Termination Date. Accrued fees described
in clause (ii) of the first sentence of this paragraph in respect of each Letter
of Credit shall be payable at times to be determined by the Fronting Bank, the
Borrower and the Agent.

      SECTION 2.22 NATURE OF FEES. All Fees shall be paid on the dates due, in
immediately available funds, to the Agent for the respective accounts of the
Agent and the Lenders, as provided herein and in the fee letter described in
Section 2.19. Once paid, none of the Fees shall be refundable under any
circumstances.

      SECTION 2.23 PRIORITY AND LIENS.

            (a) The Borrower and each of the Guarantors hereby covenants,
represents and warrants that, upon entry of the Interim Order, the Obligations
of the Borrower and the Guarantors hereunder and under the Loan Documents and in
respect of Obligations described in Section 6.03(v): (i) pursuant to Section
364(c)(1) of the Bankruptcy Code, shall at all times constitute allowed
administrative expense claims in the Cases having priority over all
administrative expenses of the kind specified in Sections 503(b) or 507(b) of
the Bankruptcy Code; (ii) pursuant to Section 364(c)(2) of the Bankruptcy Code,
shall at all times be secured by a perfected first priority Lien on all present
and future receivables of the Borrower and the Guarantors (including, without
limitation, the receivables that are repurchased from ACLFC with the proceeds of
a portion of the initial Loans hereunder), and on all other unencumbered
property of the Borrower and the Guarantors and on all cash maintained in the
Letter of Credit Account and any direct investments of the funds contained
therein; (iii) pursuant to Section 364(c)(3) of the Bankruptcy Code, shall be
secured by a perfected Lien upon all property of the Borrower and the Guarantors
(provided that, as set forth in clause (iv) of this sentence, the existing Liens
that presently secure the obligations of the Borrower and the Guarantors under
the Existing Agreement will be primed by the Lien in favor of the Agent and the
Lenders) that is subject to valid and perfected Liens in existence on the Filing
Date or to valid Liens in existence on the Filing Date that are perfected
subsequent to the Filing Date as permitted by Section 546(b) of the Bankruptcy
Code or to Permitted Liens, junior to such valid and perfected Liens; and (iv)
pursuant to Section 364(d)(1) of the Bankruptcy Code, shall be secured by a
perfected first priority, senior priming Lien on all of the tangible and
intangible property of the Borrower and the Guarantors (including without
limitation, towboats, barges, drydocks, rigging flats, terminals, contracts
(which shall include, but are not limited, to cargo contracts of affreightment),
accounts receivable, inventory, patents, copyrights, trademarks, tradenames and
all other intellectual


                                       33
<PAGE>
property, and the capital stock of all direct subsidiaries of the Borrower and
each Guarantor and the proceeds thereof) that is subject to existing Liens that
presently secure the Borrower's and the Guarantors' pre-petition Indebtedness
under the Existing Agreement (but subject to any Liens in existence on the
Filing Date to which the Liens being primed hereby are subject or become subject
subsequent to the Filing Date as permitted by Section 546(b) of the Bankruptcy
Code) and any Liens granted after the Filing Date to provide adequate protection
in respect of the Existing Agreement; in the case of each of clauses (i) through
(iv) subject only to (x) in the event of the occurrence and during the
continuance of an Event of Default or an event that would constitute an Event of
Default with the giving of notice or lapse of time or both, the payment of
allowed and unpaid professional fees and disbursements incurred by the Borrower,
the Guarantors and any statutory committees appointed in the Cases in an
aggregate amount not in excess of $1,000,000 (plus all unpaid professional fees
and disbursements incurred prior to the occurrence of an Event of Default or an
event that would constitute an Event of Default with the giving of notice or
lapse of time or both and reflected on the most recent Borrowing Base
Certificate delivered to the Agent prior to such occurrence to the extent
allowed by the Bankruptcy Court at any time) and (y) the payment of unpaid fees
pursuant to 28 U.S.C. ss. 1930 and to the Clerk of the Bankruptcy Court
(collectively, the "Carve-Out"), provided that following the Termination Date
amounts in the Letter of Credit Account shall not be subject to the Carve-Out,
and provided, further, that, except as otherwise provided in the Orders, no
portion of the Carve-Out shall be utilized for the payment of professional fees
and disbursements incurred in connection with any challenge to the amount,
extent, priority, validity, perfection or enforcement of the indebtedness of the
Borrower and the Guarantors owing to the Existing Lenders or to the collateral
securing such indebtedness. The Lenders agree that so long as no Event of
Default or event which with the giving of notice or lapse of time or both would
constitute an Event of Default shall have occurred, the Borrower and the
Guarantors shall be permitted to pay compensation and reimbursement of expenses
allowed and payable under 11 U.S.C. ss. 330 and 11 U.S.C. ss. 331, as the same
may be due and payable, and the same shall not reduce the Carve-Out.

            (b) Subject to the priorities set forth in subsection (a) above and
to the Carve-Out, as to all real property the title to which is held by the
Borrower or any of the Guarantors, or the possession of which is held by the
Borrower or any of the Guarantors pursuant to leasehold interest, and which
secures the obligations under the Existing Agreement, the Borrower and each
Guarantor hereby assigns and conveys as security, grants a security interest in,
hypothecates, mortgages, pledges and sets over unto the Agent on behalf of the
Lenders all of the right, title and interest of the Borrower and such Guarantor
in all of such owned real property and in all such leasehold interests, together
in each case with all of the right, title and interest of the Borrower and such
Guarantor in and to all buildings, improvements, and fixtures related thereto,
any lease or sublease thereof, all general intangibles relating thereto and all
proceeds thereof. The Borrower and each Guarantor acknowledges that, pursuant to
the Orders, the Liens in favor of the Agent on behalf of the Lenders in all of
such real property and leasehold instruments shall be perfected without the
recordation of any instruments of mortgage or assignment. The Borrower and each
Guarantor further agrees that, upon the request of the Agent, the Borrower and
such Guarantor shall enter into separate fee and leasehold mortgages in
recordable form with respect to such properties on terms reasonably satisfactory
to the Agent.


                                       34
<PAGE>
      SECTION 2.24 RIGHT OF SET-OFF. Subject to the provisions of Section 7.01,
upon the occurrence and during the continuance of any Event of Default, the
Agent and each Lender is hereby authorized at any time and from time to time, to
the fullest extent permitted by law and without further order of or application
to the Bankruptcy Court, to set off and apply any and all deposits (general or
special, time or demand, provisional or final) at any time held and other
indebtedness at any time owing by the Agent and each such Lender to or for the
credit or the account of the Borrower or any Guarantor against any and all of
the obligations of such Borrower or Guarantor now or hereafter existing under
the Loan Documents, irrespective of whether or not such Lender shall have made
any demand under any Loan Document and although such obligations may not have
been accelerated. Each Lender and the Agent agrees promptly to notify the
Borrower and Guarantors after any such set-off and application made by such
Lender or by the Agent, as the case may be, provided that the failure to give
such notice shall not affect the validity of such set-off and application. The
rights of each Lender and the Agent under this Section are in addition to other
rights and remedies which such Lender and the Agent may have upon the occurrence
and during the continuance of any Event of Default.

      SECTION 2.25 SECURITY INTEREST IN LETTER OF CREDIT ACCOUNT. Pursuant to
Section 364(c)(2) of the Bankruptcy Code, the Borrower and the Guarantors hereby
assign and pledge to the Agent, for its benefit and for the ratable benefit of
the Lenders and hereby grant to the Agent, for its benefit and for the ratable
benefit of the Lenders, a first priority security interest, senior to all other
Liens, if any, in all of the Borrower and the Guarantors' right, title and
interest in and to the Letter of Credit Account and any direct investment of the
funds contained therein. Cash held in the Letter of Credit Account shall not be
available for use by the Borrower, whether pursuant to Section 363 of the
Bankruptcy Code or otherwise and shall be released to the Borrower as described
in clause (ii)(y) of Section 2.03(b).

      SECTION 2.26 PAYMENT OF OBLIGATIONS. Subject to the provisions of Section
7.01, upon the maturity (whether by acceleration or otherwise) of any of the
Obligations under this Agreement or any of the other Loan Documents of the
Borrower and the Guarantors, the Lenders shall be entitled to immediate payment
of such Obligations without further application to or order of the Bankruptcy
Court; provided, however, any such payments shall be made first to the Tranche A
Lenders until the Tranche A Commitment shall have been wholly and permanently
terminated, all Tranche A Loans shall have been paid in full and no Letters of
Credit shall be outstanding, or, if outstanding, then backed by Cash
Collateralization, and second to the Tranche B Lenders.

      SECTION 2.27 NO DISCHARGE; SURVIVAL OF CLAIMS. Each of the Borrower and
the Guarantors agrees that (i) its obligations hereunder shall not be discharged
by the entry of an order confirming a Reorganization Plan (and each of the
Borrower and the Guarantors, pursuant to Section 1141(d)(4) of the Bankruptcy
Code, hereby waives any such discharge) and (ii) the Superpriority Claim granted
to the Agent and the Lenders pursuant to the Orders and described in Section
2.23 and the Liens granted to the Agent pursuant to the Orders and described in
Sections 2.23 and 2.25 shall not be affected in any manner by the entry of an
order confirming a Reorganization Plan.

      SECTION 2.28 USE OF CASH COLLATERAL. Notwithstanding anything to the
contrary contained herein, the Borrower shall not be permitted (i) to request a
Borrowing under Section


                                       35
<PAGE>
2.06 or request the issuance of a Letter of Credit under Section 2.04 unless the
Bankruptcy Court shall have entered the Interim Order or (ii) to request a
Borrowing under Section 2.06 unless the Borrower and the Guarantors shall at
that time have the use of all cash collateral subject to the Orders for the
purposes described in Section 3.09.

SECTION 3. REPRESENTATIONS AND WARRANTIES

            In order to induce the Lenders to make Loans and issue and/or
participate in Letters of Credit hereunder, the Borrower and each of the
Guarantors jointly and severally represent and warrant as follows:

      SECTION 3.01 ORGANIZATION AND AUTHORITY. Each of the Borrower and the
Guarantors (i) is a corporation or limited liability company, as applicable,
duly organized and validly existing under the laws of the State of its formation
or incorporation and is duly qualified as a foreign corporation or limited
liability company, as applicable, and is in good standing in each jurisdiction
in which the failure to so qualify would have a material adverse effect on the
financial condition, operations, business, properties, assets or prospects of
the Borrower and the Guarantors taken as a whole; (ii) subject to the entry by
the Bankruptcy Court of the Interim Order (or the Final Order, when applicable)
has the requisite corporate or limited liability company power and authority to
effect the transactions contemplated hereby, and by the other Loan Documents to
which it is a party, and (iii) subject to the entry by the Bankruptcy Court of
the Interim Order (or the Final Order, when applicable) has all requisite
corporate or limited liability company (as applicable) power and authority and
the legal right to own, pledge, mortgage and operate its properties, and to
conduct its business as now or currently proposed to be conducted.

      SECTION 3.02 DUE EXECUTION. Upon the entry by the Bankruptcy Court of the
Interim Order (or the Final Order, when applicable), the execution, delivery and
performance by each of the Borrower and the Guarantors of each of the Loan
Documents to which it is a party (i) are within the respective corporate powers
of each of the Borrower and the Guarantors, have been duly authorized by all
necessary corporate or limited liability action including the consent of
shareholders or member where required, and do not (A) contravene the charter,
by-laws or limited liability company agreement of any of the Borrower or the
Guarantors, (B) violate any law (including, without limitation, the Securities
Exchange Act of 1934) or regulation (including, without limitation, Regulations
T, U or X of the Board of Governors of the Federal Reserve System), or any order
or decree of any court or Governmental Authority, (C) conflict with or result in
a breach of, or constitute a default under, any material indenture, mortgage or
deed of trust entered into after the Filing Date or any material lease,
agreement or other instrument entered into after the Filing Date binding on the
Borrower or the Guarantors or any of their properties, or (D) result in or
require the creation or imposition of any Lien upon any of the property of any
of the Borrower or the Guarantors other than the Liens granted pursuant to this
Agreement, the other Loan Documents or the Orders; and (ii) do not require the
consent, authorization by or approval of or notice to or filing or registration
with any Governmental Authority other than the entry of the Orders. Upon the
entry by the Bankruptcy Court of the Interim Order (or the Final Order, when
applicable), this Agreement will have been duly executed and delivered by each
of the Borrower and the Guarantors. This Agreement is, and each of the other
Loan Documents to which the Borrower and each of the Guarantors is or will


                                       36
<PAGE>
be a party, when delivered hereunder or thereunder, will be, a legal, valid and
binding obligation of the Borrower and each Guarantor, as the case may be,
enforceable against the Borrower and the Guarantors, as the case may be, in
accordance with its terms and the Orders.

      SECTION 3.03 STATEMENTS MADE. The information that has been delivered in
writing by the Borrower or any of the Guarantors to the Agent or to the
Bankruptcy Court in connection with any Loan Document, and any financial
statement delivered pursuant hereto or thereto (other than to the extent that
any such statements constitute projections), taken as a whole and in light of
the circumstances in which made, contains no untrue statement of a material fact
and does not omit to state a material fact necessary to make such statements not
misleading; and, to the extent that any such information constitutes
projections, such projections were prepared in good faith on the basis of
assumptions, methods, data, tests and information believed by the Borrower or
such Guarantor to be reasonable at the time such projections were furnished.

      SECTION 3.04 FINANCIAL STATEMENTS. The Borrower has furnished the Lenders
with copies of the audited consolidated financial statement and schedules of the
Borrower for the fiscal year ended December 27, 2001, and the unaudited
consolidated financial statements of the Borrower and the Guarantors for the
fiscal quarter ended September 27, 2002. Such financial statements present
fairly the financial condition and results of operations of the Borrower and the
Guarantors on a consolidated basis as of such date and for such period; such
balance sheets and the notes thereto disclose all liabilities, direct or
contingent, of the Borrower and the Guarantors as of the dates thereof required
to be disclosed by GAAP and such financial statements were prepared in a manner
consistent with GAAP. No material adverse change in the operations, business,
properties, assets, prospects or condition (financial or otherwise) of the
Borrower and the Guarantors, taken as a whole, has occurred from that set forth
in the Borrower's consolidated financial statements for the fiscal year ended
December 27, 2001, and the unaudited consolidated financial statements of the
Borrower and the Guarantors for the fiscal quarter ended September 27, 2002,
other than those which customarily occur as a result of events leading up to and
following the commencement of a proceeding under Chapter 11 of the Bankruptcy
Code and the commencement of the Cases (including, without limitation, those
reflected in the financial projections heretofore made available to the Agent).

      SECTION 3.05 OWNERSHIP. The Borrower is a direct wholly-owned Subsidiary
of Holdings and (except as shown on Schedule 3.05) Holdings owns no other
Subsidiaries, whether directly or indirectly, other than the Borrower and the
Guarantors other than Holdings. Other than as set forth on Schedule 3.05, (i)
each of the Persons listed on Schedule 3.05 is a wholly-owned, direct or
indirect Subsidiary of the Borrower, and (ii) the Borrower owns no other
Subsidiaries, whether directly or indirectly.

      SECTION 3.06 LIENS. Except for Liens existing on the Filing Date as
reflected on Schedule 3.06, there are no Liens of any nature whatsoever on any
assets of the Borrower or any of the Guarantors other than: (i) Liens granted
pursuant to the Existing Agreement; (ii) Permitted Liens; (iii) other Liens
permitted pursuant to Section 6.01; and (iv) Liens in favor of the Agent and the
Lenders. Neither the Borrower nor the Guarantors are parties to any contract,
agreement, lease or instrument the performance of which, either unconditionally
or upon the happening of an event, will result in or require the creation of a
Lien on any assets of the Borrower or any


                                       37
<PAGE>
Guarantor or otherwise result in a violation of this Agreement other than the
Liens granted to the Agent and the Lenders as provided for in this Agreement.

      SECTION 3.07 COMPLIANCE WITH LAW.

            (a) (i) The operations of the Borrower and the Guarantors comply in
all material respects with all applicable environmental, health and safety
statutes and regulations, including, without limitation, regulations promulgated
under the Resource Conservation and Recovery Act (42 U.S.C. ss.ss. 6901 et
seq.); (ii) to the Borrower's and each of the Guarantor's knowledge, none of the
operations of the Borrower or the Guarantors is the subject of any Federal or
state investigation evaluating whether any remedial action involving a material
expenditure by the Borrower or any Guarantor is needed to respond to a release
of any Hazardous Waste or Hazardous Substance (as such terms are defined in any
applicable state or Federal environmental law or regulations) into the
environment; and (iii) to the Borrower's and each of the Guarantor's knowledge,
the Borrower and the Guarantors do not have any material contingent liability in
connection with any release of any Hazardous Waste or Hazardous Substance into
the environment.

            (b) Neither the Borrower nor any Guarantor is, to the best of its
knowledge, in violation of any law, rule or regulation, or in default with
respect to any judgment, writ, injunction or decree of any Governmental
Authority the violation of which, or a default with respect to which, would have
a material adverse effect on the financial condition, operations, business,
properties, assets or prospects of the Borrower and the Guarantors taken as a
whole.

      SECTION 3.08 INSURANCE. All policies of insurance of any kind or nature
owned by or issued to the Borrower and the Guarantors, including, without
limitation, policies of life, fire, theft, product liability, public liability,
property damage, other casualty, employee fidelity, workers' compensation,
employee health and welfare, title, property and liability insurance, are in
full force and effect and are of a nature and provide such coverage as is
customarily carried by companies of the size and character of the Borrower and
the Guarantors (and all policies of insurance required to be maintained pursuant
to the Existing Agreement and the preferred fleet mortgages granted thereunder).

      SECTION 3.09 USE OF PROCEEDS. The proceeds of the Loans shall be used (i)
to repurchase the Existing Receivables Portfolio and (ii) for working capital
and for other general corporate purposes of the Borrower and the Guarantors.

      SECTION 3.10 LITIGATION. Other than as set forth on Schedule 3.10, there
are no unstayed actions, suits or proceedings pending or, to the knowledge of
the Borrower or the Guarantors, threatened against or affecting the Borrower or
the Guarantors or any of their respective properties, before any court or
governmental department, commission, board, bureau, agency or instrumentality,
domestic or foreign, which is reasonably likely to be determined adversely to
the Borrower or the Guarantors and, if so determined adversely to the Borrower
or the Guarantors would have a material adverse effect on the financial
condition, business, properties, prospects, operations or assets of the Borrower
and the Guarantors, taken as a whole.


                                       38
<PAGE>
SECTION 4. CONDITIONS OF LENDING

      SECTION 4.01 CONDITIONS PRECEDENT TO INITIAL LOANS AND INITIAL LETTERS OF
CREDIT. The obligation of the Lenders to make the initial Loans or the Fronting
Bank to issue the initial Letter of Credit, whichever may occur first, is
subject to the satisfaction (or waiver by the Initial Lenders) of the following
conditions precedent:

            (a) Supporting Documents. The Agent shall have received for each of
the Borrower and the Guarantors:

                  (i) a copy of such entity's certificate of incorporation or
formation, as amended, certified as of a recent date by the Secretary of State
of the state of its incorporation or formation;

                  (ii) a certificate of such Secretary of State, dated as of a
recent date, as to the good standing of and payment of taxes by that entity and
as to the charter documents on file in the office of such Secretary of State;
and

                  (iii) a certificate of the Secretary or an Assistant Secretary
of that entity dated the date of the initial Loans or the initial Letter of
Credit hereunder, whichever first occurs, and certifying (A) that attached
thereto is a true and complete copy of the by-laws or limited liability company
agreement of that entity as in effect on the date of such certification, (B)
that attached thereto is a true and complete copy of resolutions adopted by the
Board of Directors or managers of that entity authorizing the Borrowings and
Letter of Credit extensions hereunder, the execution, delivery and performance
in accordance with their respective terms of this Agreement, the Loan Documents
and any other documents required or contemplated hereunder or thereunder and the
granting of the security interest in the Letter of Credit Account and other
Liens contemplated hereby, (C) that the certificate of incorporation or
formation of that entity has not been amended since the date of the last
amendment thereto indicated on the certificate of the Secretary of State
furnished pursuant to clause (i) above and (D) as to the incumbency and specimen
signature of each officer or manager of that entity executing this Agreement and
the Loan Documents or any other document delivered by it in connection herewith
or therewith (such certificate to contain a certification by another officer or
manager of that entity as to the incumbency and signature of the officer or
manager signing the certificate referred to in this clause (iii)).

            (b) Interim Order. At the time of the making of the initial Loans or
at the time of the issuance of the initial Letters of Credit, whichever first
occurs, the Agent and the Lenders shall have received a certified copy of an
order of the Bankruptcy Court in substantially the form of Exhibit A-1 (the
"Interim Order") approving the Loan Documents and granting the Superpriority
Claim status and senior priming and other Liens described in Section 2.23 which
Interim Order (i) shall have been entered, no later than 15 days following the
Filing Date, upon an application or motion of the Borrower reasonably
satisfactory in form and substance to the Initial Lenders, on such prior notice
to such parties (including the Existing Lenders) as may in each case be
reasonably satisfactory to the Agent and upon consent or non-objection of a
preponderance of the financial institutions, as determined by the Initial
Lenders, that are parties to the Existing Agreement, (ii) shall authorize
extensions of credit in amounts not in excess of an


                                       39
<PAGE>
amount to be set forth in the Interim Order, which shall be satisfactory to the
Initial Lenders, until the entry of the Final Order hereinafter referred to,
(iii) shall approve the payment by the Borrower of all of the Fees set forth in
Section 2.19, (iv) shall be in full force and effect, (v) shall have authorized
the use by the Borrower and the Guarantors of any cash collateral in which any
Existing Lender under the Existing Agreement may have an interest and shall have
provided, as adequate protection for the use of such cash collateral and the
priming contemplated hereby, for (A) the monthly payment of current interest and
letter of credit fees (including the payment on the Closing Date of any such
interest and fees that are accrued and unpaid as of the Filing Date) at the
applicable non-default rates (including LIBOR pricing options) provided for
pursuant to the Existing Agreement (the payments described in this clause to be
without prejudice to the rights of any Existing Lender to assert a claim for the
payment of additional interest calculated at any other applicable rates of
interest, or on any other basis (including, without limitation, on the "PIK"
basis set forth in the Existing Agreement), set forth in the Existing Agreement
or to the rights of the Borrower to contest such assertion), (B) a superpriority
claim as contemplated by Section 507(b) of the Bankruptcy Code immediately
junior to the claims under Section 364(c)(1) of the Bankruptcy Code held by the
Agent and the Lenders, (C) a Lien on substantially all of the assets of the
Borrower and the Guarantors having a priority immediately junior to the priming
and other Liens granted in favor of the Agent and the Lenders hereunder and
under the other Loan Documents, and (D) the payment on a current basis of the
reasonable fees and disbursements of respective professionals (including, but
not limited to, the reasonable fees and disbursements of counsel and internal
and third-party consultants, including financial consultants, and auditors) for
the Pre-Petition Agent (including the payment on the Closing Date or as soon
thereafter as is practicable of any unpaid pre-petition fees and expenses) and
the continuation of the payment to the Pre-Petition Agent on a current basis of
the administration fees that are provided for under the Existing Agreement) and
(vi) shall not have been stayed, reversed, modified or amended in any respect
without the prior written consent of the Initial Lenders; and, if the Interim
Order is the subject of a pending appeal in any respect, neither the making of
such Loans nor the issuance of such Letter of Credit nor the performance by the
Borrower or any of the Guarantors of any of their respective obligations
hereunder or under the Loan Documents or under any other instrument or agreement
referred to herein shall be the subject of a presently effective stay pending
appeal.

            (c) Existing Receivables Portfolio. At the time of or concurrently
with such extension of credit, the Existing Receivables Portfolio shall have
been repurchased by the Borrower or a Guarantor if such repurchase shall have
been approved pursuant to the Interim Order.

            (d) Security and Pledge Agreement, and Mortgage. The Borrower and
each of the Guarantors shall have duly executed and delivered to the Agent a
Security and Pledge Agreement in substantially the form of Exhibit B (the
"Security and Pledge Agreement"). In addition, each of the Borrower, Houston
Fleet LLC, and Louisiana Dock Company LLC and any other Guarantor owning a
vessel that is registered with the United States Coast Guard shall have executed
and delivered a preferred fleet mortgage in substantially the form of Exhibit
B-1 (the "Mortgage") covering towboats, barges and other vessels owned by it to
secure all of the obligations of the Borrower and the Guarantors under and in
connection with this Agreement (it being understood that, with the consent of
the Initial Lenders, the execution and recordation with


                                       40
<PAGE>
the United States Coast Guard of the Mortgage may be deferred for a period of up
to 30 days following the initial extension of credit hereunder).

            (e) First Day Orders. All of the "first day orders" entered by the
Bankruptcy Court at the time of the commencement of the Cases shall be
reasonably satisfactory in form and substance to the Initial Lenders.

            (f) Opinion of Counsel. The Agent and the Initial Lenders shall have
received the favorable written opinion of counsel to the Borrower and the
Guarantors reasonably acceptable to the Agent, dated the date of the initial
Loans or the issuance of the initial Letter of Credit, whichever first occurs,
substantially in the form of Exhibit E.

            (g) Payment of Fees. The Borrower shall have paid to the Agent the
then unpaid balance of all accrued and unpaid Fees due under and pursuant to
this Agreement and the letter referred to in Section 2.19.

            (h) Corporate and Judicial Proceedings. All corporate and judicial
proceedings and all instruments and agreements in connection with the
transactions among the Borrower, the Guarantors, the Agent and the Lenders
contemplated by this Agreement shall be reasonably satisfactory in form and
substance to the Agent, and the Agent shall have received all information and
copies of all documents and papers, including records of corporate and judicial
proceedings, which the Agent may have reasonably requested in connection
therewith, such documents and papers where appropriate to be certified by proper
corporate, governmental or judicial authorities.

            (i) Information. The Initial Lenders shall have received such
information (financial or otherwise) as may be reasonably requested by the Agent
and shall have discussed the Borrower's business plan heretofore delivered to
the Agent with the Borrower's management and shall be satisfied with the nature
and substance of such discussions.

            (j) Business Plan. The Agent and the Initial Lenders shall have
received from the Borrower the Borrower's business plan for the period through
the Maturity Date which shall be satisfactory in form and substance to the Agent
and the Initial Lenders.

            (k) Forecast. The Agent and the Lenders shall have received from the
Borrower a forecast of the Borrower's anticipated cash receipts and
disbursements for the period through the Maturity Date on a monthly basis and a
13-week cash flow projection, in each case, satisfactory in form and substance
to the Agent and the Initial Lenders.

            (l) Compliance with Environmental Laws. The Borrower and the
Guarantors shall have granted the Agent access to and the right to inspect all
reports, audits and other internal information of the Borrower and the
Guarantors relating to environmental matters, and any third party verification
of certain matters relating to compliance with environmental laws and
regulations requested by the Agent, and the Agent shall be reasonably satisfied
(x) that the Borrower and the Guarantors are in compliance in all material
respects with all applicable environmental laws and regulations and (y) that the
Borrower has made adequate provision for the costs of maintaining such
compliance.


                                       41
<PAGE>
            (m) UCC Searches. The Agent shall have received UCC searches
conducted in the jurisdictions in which the Borrower and the Guarantors are
organized and have their principal offices and offices where they keep books and
records related to receivables in each case satisfactory to the Agent (dated as
of a date reasonably satisfactory to the Agent), reflecting the absence of Liens
and encumbrances on the assets of the Borrower and the Guarantors other than
liens granted with respect to the Existing Receivables Portfolio and such other
Liens as may be satisfactory to the Agent.

            (n) Commitments of Initial Lenders. Annex A hereto shall reflect
Commitments of the Initial Lenders in an amount of not less than $60,000,000.

            (o) Closing Documents. The Agent shall have received all documents
required by Section 4.01 reasonably satisfactory in form and substance to the
Agent and each Initial Lender.

            (p) Vessel Liens. The Initial Lenders shall be satisfied with the
nature and extent of Liens on towboats owned by the Borrower having an aggregate
appraised value of no less than $125,000,000 (based on the most recent appraisal
furnished to the Agent by Merrill Marine Services, Inc.).

            (q) Account Letter. The Borrower shall have delivered to National
City Bank a letter of instruction directing National City Bank to remit
collected balances in the Borrower's account(s) with National City Bank to the
Agent on a daily basis, and such letter of instruction shall be satisfactory in
form and substance to the Agent.

            (r) Certificate as to Vessels. The Agent shall have received a
certificate of a Financial Officer certifying as to all of the vessels that are
owned by the Borrower and the Guarantors that are registered with the United
States Coast Guard.

      SECTION 4.02 CONDITIONS PRECEDENT TO EACH LOAN AND EACH LETTER OF CREDIT.
The obligation of the Lenders to make each Loan and of the Fronting Bank to
issue each Letter of Credit, including the initial Loan and the initial Letter
of Credit, is subject to the following conditions precedent:

            (a) Notice. The Agent shall have received a notice with respect to
such borrowing or issuance, as the case may be, as required by Section 2.

            (b) Representations and Warranties. All representations and
warranties contained in this Agreement and the other Loan Documents (and prior
to the execution of the Mortgage, in the preferred fleet mortgages delivered
pursuant to the Existing Agreement) shall be true and correct in all material
respects on and as of the date of each Borrowing or the issuance of each Letter
of Credit hereunder with the same effect as if made on and as of such date
except to the extent such representations and warranties expressly relate to an
earlier date.

            (c) No Default. On the date of each Borrowing hereunder or the
issuance of each Letter of Credit, no Event of Default or event which upon
notice or lapse of time or both would constitute an Event of Default shall have
occurred and be continuing (and prior to the


                                       42
<PAGE>
execution of the Mortgage, the Borrower and the Guarantors shall be in
compliance with the preferred fleet mortgages delivered pursuant to the Existing
Agreement).

            (d) Orders. The Interim Order shall be in full force and effect and
shall not have been stayed, reversed, modified or amended in any respect without
the prior written consent of the Agent and the Required Lenders, provided, that
at the time of the making of any Loan or the issuance of any Letter of Credit
the aggregate amount of either of which, when added to the sum of the principal
amount of all Loans then outstanding and the Letter of Credit Outstandings,
would exceed the amount authorized by the Interim Order (collectively, the
"Additional Credit"), the Agent and each of the Lenders shall have received a
certified copy of an order of the Bankruptcy Court in substantially the form of
the Interim Order with only such changes therefrom as may be satisfactory to the
Required Lenders (the "Final Order"), which Final Order shall have been entered
by the Bankruptcy Court no later than 45 days after the entry of the Interim
Order and at the time of the extension of any Additional Credit the Final Order
shall be in full force and effect, and shall not have been stayed, reversed,
modified or amended in any respect without the prior written consent of the
Agent and the Required Lenders (and if the repurchase of the Existing
Receivables Portfolio shall not have been approved pursuant to the Interim
Order, such repurchase shall have been approved on terms satisfactory to the
Agent by the Final Order or by a separate order of the Court that is
satisfactory in form and substance to the Agent and each Initial Lender and that
is entered at the time of, or prior to, the entry of the Final Order); and if
either the Interim Order or the Final Order is the subject of a pending appeal
in any respect, neither the making of the Loans nor the issuance of any Letter
of Credit nor the performance by the Borrower or any Guarantor of any of their
respective obligations under any of the Loan Documents shall be the subject of a
presently effective stay pending appeal.

            (e) Payment of Fees. The Borrower shall have paid to the Agent the
then unpaid balance of all accrued and unpaid Fees then payable under and
pursuant to this Agreement and the letter referred to in Section 2.19.

            (f) Borrowing Base Certificate. The Agent shall have received the
timely delivery of the most recent Borrowing Base Certificate (dated no more
than seven (7) days prior to the making of a Loan or the issuance of a Letter of
Credit) required to be delivered hereunder.

The request by the Borrower for, and the acceptance by the Borrower of, each
extension of credit hereunder shall be deemed to be a representation and
warranty by the Borrower that the conditions specified in this Section have been
satisfied or waived at that time.

SECTION 5. AFFIRMATIVE COVENANTS

            From the date hereof and for so long as any Commitment shall be in
effect or any Letter of Credit shall remain outstanding (in a face amount in
excess of the amount of cash then held in the Letter of Credit Account, or in
excess of the face amount of back-to-back letters of credit delivered, in each
case pursuant to Section 2.03(b)), or any amount shall remain outstanding or
unpaid under this Agreement, the Borrower and each of the Guarantors agree that,
unless the Required Lenders shall otherwise consent in writing, the Borrower and
each of the Guarantors will:


                                       43
<PAGE>
      SECTION 5.01 FINANCIAL STATEMENTS, REPORTS, ETC. In the case of the
Borrower and the Guarantors, deliver to the Agent and each of the Lenders:

            (a) within 90 days after the end of each fiscal year, the Borrower's
consolidated balance sheet and related statement of income and cash flows,
showing the financial condition of the Borrower and the Guarantors on a
consolidated basis as of the close of such fiscal year and the results of their
respective operations during such year, the consolidated statement of the
Borrower to be audited for the Borrower and the Guarantors by Ernst & Young or
other independent public accountants of recognized national standing and
accompanied by an opinion of such accountants (which shall not be qualified in
any material respect other than with respect to the Cases or a going concern
qualification) and to be certified by a Financial Officer of the Borrower to the
effect that such consolidated financial statements fairly present the financial
condition and results of operations of the Borrower and the Guarantors on a
consolidated basis in accordance with GAAP;

            (b) within 45 days after the end of each of the first three fiscal
quarters, the Borrower's consolidated balance sheets and related statements of
income and cash flows, showing the financial condition of the Borrower and its
Subsidiaries on a consolidated basis as of the close of such fiscal quarter and
the results of their operations during such fiscal quarter and the then elapsed
portion of the fiscal year, each certified by a Financial Officer as fairly
presenting the financial condition and results of operations of the Borrower and
its Subsidiaries on a consolidated basis in accordance with GAAP, subject to
normal year-end audit adjustments;

            (c) commencing with the first fiscal month following the closing
Date, as soon as practicable, but in no event later than 30 days after the end
of each fiscal month of the Borrower, monthly unaudited consolidated balance
sheets of the Borrower and its Subsidiaries and related consolidated statements
of earnings and cash flows of the Borrower and its Subsidiaries for the prior
fiscal month and the then elapsed portion of the fiscal quarter, each certified
by a Financial Officer of the Borrower;

            (d) (i) concurrently with any delivery of financial statements under
(a) and (b) above, a certificate of a Financial Officer certifying such
statements (A) certifying that no Event of Default or event which upon notice or
lapse of time or both would constitute an Event of Default has occurred, or, if
such an Event of Default or event has occurred, specifying the nature and extent
thereof and any corrective action taken or proposed to be taken with respect
thereto and (B) setting forth computations in reasonable detail satisfactory to
the Agent demonstrating compliance with the provisions of Sections 6.03, 6.04,
6.05 and 6.10 and (ii) concurrently with any delivery of financial statements
under (a) above, a certificate (which certificate may be limited to accounting
matters and disclaim responsibility for legal interpretations) of the
accountants auditing the consolidated financial statements delivered under (a)
above certifying that, in the course of the regular audit of the business of the
Borrower and its Subsidiaries, such accountants have obtained no knowledge that
an Event of Default has occurred and is continuing, or if, in the opinion of
such accountants, an Event of Default has occurred and is continuing, specifying
the nature thereof and all relevant facts with respect thereto;

            (e) as soon as possible, and in any event within 30 days after the
Closing Date, an analysis of the Borrower's and Guarantor's vessel and other
leases, with such detail as


                                       44
<PAGE>
may be reasonably satisfactory to the Agent, including but not limited to
identification of the leased property, payment terms, tenor and other
significant terms;

            (f) concurrently with any delivery of financial statements under (b)
above, monthly financial projections for the following six fiscal month periods;

            (g) as soon as possible, and in any event within 45 days of the
Closing Date, a consolidated pro forma balance sheet of the Borrower's and the
Guarantors' financial condition as of the Filing Date;

            (h) promptly after the same become publicly available, copies of all
periodic and other reports, proxy statements and other materials filed by it
with the Securities and Exchange Commission, or any governmental authority
succeeding to any of or all the functions of said commission, or with any
national securities exchange, as the case may be;

            (i) as soon as available and in any event (A) within 30 days after
the Borrower or any of its ERISA Affiliates knows or has reason to know that any
Termination Event described in clause (i) of the definition of Termination Event
with respect to any Single Employer Plan of the Borrower or such ERISA Affiliate
has occurred and (B) within 10 days after the Borrower or any of its ERISA
Affiliates knows or has reason to know that any other Termination Event with
respect to any such Plan has occurred, a statement of a Financial Officer of the
Borrower describing the full details of such Termination Event and the action,
if any, which the Borrower or such ERISA Affiliate is required or proposes to
take with respect thereto, together with any notices required or proposed to be
given to or filed with or by the Borrower, the ERISA Affiliate, the PBGC, a Plan
participant or the Plan administrator with respect thereto;

            (j) promptly and in any event within 10 days after receipt thereof
by the Borrower or any of its ERISA Affiliates from the PBGC copies of each
notice received by the Borrower or any such ERISA Affiliate of the PBGC's
intention to terminate any Single Employer Plan of the Borrower or such ERISA
Affiliate or to have a trustee appointed to administer any such Plan;

            (k) if requested by the Agent, promptly and in any event within 30
days after the filing thereof with the Internal Revenue Service, copies of each
Schedule B (Actuarial Information) to the annual report (Form 5500 Series) with
respect to each Single Employer Plan of the Borrower or any of its ERISA
Affiliates;

            (l) within 10 days after notice is given or required to be given to
the PBGC under Section 302(f)(4)(A) of ERISA of the failure of the Borrower or
any of its ERISA Affiliates to make timely payments to a Plan, a copy of any
such notice filed and a statement of a Financial Officer of the Borrower setting
forth (A) sufficient information necessary to determine the amount of the lien
under Section 302(f)(3), (B) the reason for the failure to make the required
payments and (C) the action, if any, which the Borrower or any of its ERISA
Affiliates proposed to take with respect thereto;

            (m) promptly and in any event within 10 days after receipt thereof
by the Borrower or any ERISA Affiliate from a Multiemployer Plan sponsor, a copy
of each notice received by the Borrower or any ERISA Affiliate concerning (A)
the imposition of Withdrawal


                                       45
<PAGE>
Liability by a Multiemployer Plan, (B) the determination that a Multiemployer
Plan is, or is expected to be, in reorganization within the meaning of Title IV
of ERISA, (C) the termination of a Multiemployer Plan within the meaning of
Title IV of ERISA, or (D) the amount of liability incurred, or which may be
incurred, by the Borrower or any ERISA Affiliate in connection with any event
described in clause (A), (B) or (C) above;

            (n) promptly, from time to time, such other information regarding
the operations, business affairs and financial condition of the Borrower or any
Guarantor (including, without limitation, (i) periodic updates of the forecast
delivered to the Agent pursuant to Section 4.01(k) and (ii) weekly rolling
13-week cash flow projections), or compliance with the terms of any material
loan or financing agreements, as the Agent, at the request of any Lender, may
reasonably request;

            (o) furnish to the Agent and its counsel promptly after the same is
available, copies of all pleadings, motions, applications, judicial information,
financial information and other documents filed by or on behalf of the Borrower
or any of the Guarantors with the Bankruptcy Court in the Cases, or distributed
by or on behalf of the Borrower or any of the Guarantors to any official
committee appointed in the Cases; and

            (p) be available to discuss the business plan delivered pursuant to
Section 4.01(j) with the Agent and Lenders upon the Agents' reasonable request.

      SECTION 5.02 CORPORATE EXISTENCE. Preserve and maintain in full force and
effect all governmental rights, privileges, qualifications, permits, licenses
and franchises necessary or desirable in the normal conduct of its business
except (i)(A) if in the reasonable business judgment of the Borrower or its
subsidiary, as the case may be, it is in its best economic interest not to
preserve and maintain such rights, privileges, qualifications, permits, licenses
and franchises, and (B) such failure to preserve the same could not, in the
aggregate, reasonably be expected to have a material adverse effect on the
operations, business, properties, assets, prospects or condition (financial or
otherwise) of the Borrower and the Guarantors, taken as a whole, and (ii) as
otherwise permitted in connection with sales of assets permitted by Section
6.11.

      SECTION 5.03 INSURANCE. (a) Keep its insurable properties insured at all
times, against such risks, including fire and other risks insured against by
extended coverage, as is customary with companies of the same or similar size in
the same or similar businesses; and maintain in full force and effect public
liability insurance against claims for personal injury or death or property
damage occurring upon, in, about or in connection with the use of any properties
owned, occupied or controlled by the Borrower or any Guarantor, as the case may
be, in such amounts (giving effect to self-insurance) and with such deductibles
as are customary with companies of the same or similar size in the same or
similar businesses and in the same geographic area (and in any event, maintain
such insurance as is required by the preferred fleet mortgages delivered
pursuant to the Existing Agreement); and (b) maintain such other insurance or
self insurance as may be required by law.


                                       46
<PAGE>
      SECTION 5.04 OBLIGATIONS AND TAXES. With respect to the Borrower and each
Guarantor, pay all its material obligations arising after the Filing Date
promptly and in accordance with their terms and pay and discharge promptly all
material taxes, assessments and governmental charges or levies imposed upon it
or upon its income or profits or in respect of its property arising after the
Filing Date, before the same shall become in default, as well as all material
lawful claims for labor, materials and supplies or otherwise arising after the
Filing Date which, if unpaid, would become a Lien or charge upon such properties
or any part thereof; provided, however, that the Borrower and each Guarantor
shall not be required to pay and discharge or to cause to be paid and discharged
any such obligation, tax, assessment, charge, levy or claim so long as the
validity or amount thereof shall be contested in good faith by appropriate
proceedings (if the Borrower and the Guarantors shall have set aside on their
books adequate reserves therefor).

      SECTION 5.05 NOTICE OF EVENT OF DEFAULT, ETC. Promptly give to the Agent
notice in writing of any Event of Default or the occurrence of any event or
circumstance which with the passage of time or giving of notice or both would
constitute an Event of Default.

      SECTION 5.06 ACCESS TO BOOKS AND RECORDS. Maintain or cause to be
maintained at all times true and complete books and records in accordance with
GAAP of the financial operations of the Borrower and the Guarantors; and provide
the Agent and its representatives access to all such books and records during
regular business hours, in order that the Agent may upon reasonable prior notice
examine and make abstracts from such books, accounts, records and other papers
for the purpose of verifying the accuracy of the various reports delivered by
the Borrower or the Guarantors to the Agent or the Lenders pursuant to this
Agreement or for otherwise ascertaining compliance with this Agreement; and at
any reasonable time and from time to time during regular business hours, upon
reasonable notice, permit the Agent and any agents or representatives
(including, without limitation, appraisers) thereof to visit the properties of
the Borrower and the Guarantors and to conduct examinations and appraisals of
and to monitor the Collateral held by the Agent (in each case at the Borrower's
expense).

      SECTION 5.07 MAINTENANCE OF CONCENTRATION ACCOUNT. By no later than thirty
(30) days following the Closing Date (or such longer period to which the Agent
and the Initial Lenders in their sole discretion may agree in writing), and at
all times thereafter, maintain with the Agent an account or accounts to be used
by the Borrower and the Guarantors as their principal concentration account for
day-to-day operations conducted by the Borrower and the Guarantors, it being
understood that the arrangements to be implemented to sweep funds into the
concentration account maintained with the Agent must be satisfactory to the
Agent.

      SECTION 5.08 BORROWING BASE CERTIFICATE. Furnish to the Agent as soon as
available and in any event (i) on or before Wednesday of each week, a weekly
Borrowing Base Certificate as of the last day of the immediately preceding week,
(ii) with respect to each fiscal monthly period ending after the Closing Date,
within 15 days after the end of each such fiscal month, a Borrowing Base
Certificate that demonstrates the calculation of the Borrowing Base as of the
close of business on the last day of such fiscal monthly period, (iii) if
requested by the Agent at any other time when the Agent reasonably believes that
the then existing Borrowing Base Certificate is materially inaccurate, as soon
as reasonably available but in no event later than five (5) Business Days after
such request, a Borrowing Base Certificate showing the


                                       47
<PAGE>
Borrowing Base as of the date so requested, in each case with supporting
documentation (including, without limitation, the documentation described on
Schedule 1 to Exhibit D), and (iv) such other supporting documentation and
additional reports with respect to the Borrowing Base as the Agent shall
reasonably request.

      SECTION 5.09 COLLATERAL MONITORING AND REVIEW. At any time upon the
reasonable request of the Agent or the Required Lenders through the Agent,
permit the Agent or professionals (including consultants, accountants and
appraisers) retained by the Agent or its professionals to conduct evaluations
and appraisals of (i) the Borrower's practices in the computation of the
Borrowing Base and (ii) the assets included in the Borrowing Base, and pay the
reasonable fees and expenses in connection therewith (including, without
limitation, the reasonable and customary fees and expenses associated with the
Agent's Collateral Agent Services Group). In connection with any collateral
monitoring or review and appraisal relating to the computation of the Borrowing
Base, the Borrower shall make such adjustments to the Borrowing Base as the
Agent shall reasonably require based upon the terms of this Agreement and
results of such collateral monitoring, review or appraisal.

      SECTION 5.10 CERTIFICATES OF OWNERSHIP AND ENCUMBRANCE. By no later than
forty-five (45) days following the Closing Date, furnish to the Agent abstracts
of title with respect to the towboats, barges and other vessels owned by the
Borrower and the Guarantors certified by the United States Coast Guard,
satisfactory to the Agent, reflecting the absence of Liens and encumbrances on
such assets other than Permitted Liens, Liens granted pursuant to the Existing
Agreement and such other Liens as may be satisfactory to the Agent and the
Super-majority Lenders.

SECTION 6. NEGATIVE COVENANTS

            From the date hereof and for so long as any Commitment shall be in
effect or any Letter of Credit shall remain outstanding (in a face amount in
excess of the amount of cash then held in the Letter of Credit Account, or in
excess of the face amount of back-to-back letters of credit delivered, in each
case pursuant to Section 2.03(b)) or any amount shall remain outstanding or
unpaid under this Agreement, unless the Required Lenders shall otherwise consent
in writing, the Borrower and each of the Guarantors will not (and will not apply
to the Bankruptcy Court for authority to):

      SECTION 6.01 LIENS. Incur, create, assume or suffer to exist any Lien on
any asset of the Borrower or the Guarantors, now owned or hereafter acquired by
the Borrower or any of such Guarantors, other than (i) Liens which were existing
on the Filing Date as reflected on Schedule 3.06 hereto and Liens granted
pursuant to the Existing Agreement; (ii) Liens in favor of the Existing Lenders
as adequate protection granted pursuant to the Orders, which Liens are junior to
the Liens contemplated hereby in favor of the Agent and the Lenders, provided
that the Interim Order and the Final Order provide that the holder of such
junior Liens shall not be permitted to take any action to foreclose with respect
to such junior Liens so long as any amounts shall remain outstanding hereunder
or any Commitment shall be in effect; (iii) Permitted Liens; (iv) Liens in favor
of the Agent and the Lenders; and (v) a junior Lien (subject and subordinate to
(x) the Liens granted to the Agent on behalf of the Lenders hereunder and under
the Orders and (y) the Liens securing amounts outstanding under the Existing


                                       48
<PAGE>
Agreement or providing adequate protection therefor) on vessels owned by the
Borrower and the Guarantors in favor of certain critical vendors who may assert
maritime liens referred to in Section 7.01(m)(y), provided that (1) such junior
Lien may only be granted to creditors asserting maritime Liens in particular
vessels who agree to release such maritime Liens in return for the junior Liens
described herein and may only secure such portion of the pre-petition claims of
such creditors as remain unpaid after giving effect to the payments permitted by
Section 7.01(m)(y), (2) the holders of such junior Lien shall not be permitted
to exercise any remedies with respect thereto unless all of the Obligations and
all amounts outstanding under the Existing Agreement have been paid in full and
the Lenders have no further Commitment hereunder, (3) such junior Lien shall be
released without any further action by any party upon the Consummation Date, (4)
the holders of such junior Lien shall have agreed to extend post-petition credit
to the Debtors on terms that are satisfactory to the Debtors, (5) the order of
the Bankruptcy Court approving such junior Lien shall provide that,
notwithstanding the grant of such junior Lien, the holders thereof shall be
included in a class with unsecured pre-petition trade creditors for purposes of
voting on any proposed Reorganization Plan, and (6) the instruments and
agreements pursuant to which such junior Lien is created and the order approving
the same shall be satisfactory in form and substance to the Initial Lenders.

      SECTION 6.02 MERGER, ETC. Consolidate or merge with or into another Person
(except that any Guarantor may merge or consolidate with any other Guarantor).

      SECTION 6.03 INDEBTEDNESS. Contract, create, incur, assume or suffer to
exist any Indebtedness, except for (i) Indebtedness under the Loan Documents;
(ii) Indebtedness incurred prior to the Filing Date (including existing
Capitalized Leases); (iii) intercompany indebtedness between the Borrower and
the Guarantors, (iv) Indebtedness arising from Investments among the Borrower
and the Guarantors that are permitted hereunder; (v) Indebtedness owed to any
Lender or any of its banking Affiliates in respect of overdrafts and related
liabilities arising from treasury, depository and cash management services, or
in connection with any automated clearing house transfers of funds and (vi)
other unsecured Indebtedness in an aggregate amount not to exceed $5,000,000.

      SECTION 6.04 CAPITAL EXPENDITURES. Make Capital Expenditures (x) during
each fiscal quarter listed below in an aggregate amount in excess of the amount
specified opposite such fiscal quarter:

<TABLE>
<CAPTION>
            Fiscal Quarter Ending     Maximum Capital Expenditures
            ---------------------     ----------------------------
<S>                                   <C>
            March 31, 2003                     $ 2,000,000
            June 30, 2003                      $ 7,000,000
            September 30, 2003                 $ 6,000,000
            December 31, 2003                  $ 5,000,000
            March 31, 2004                     $ 6,000,000
            June 30, 2004                      $10,000,000
</TABLE>

or (y) during the month ending July 31, 2004 in an aggregate amount in excess of
$3,000,000. Capital Expenditures that are listed opposite any fiscal quarter set
forth in clause (x) above that


                                       49
<PAGE>
are not spent during such fiscal quarter may be carried forward to and spent in
the succeeding fiscal quarter.

      SECTION 6.05 EBITDA.

            Permit cumulative EBITDA for each period listed below to be less
than the amount specified opposite such period:

<TABLE>
<CAPTION>
            Period                                                EBITDA
            ------                                                ------
<S>                                                               <C>
            Three month period ending March 31, 2003              $(3,000,000)
            Six month period ending June 20, 2003                 $17,000,000
            Nine month period ending September 30, 2003           $44,000,000
            Twelve month period ending December 31, 2003          $73,000,000
            Twelve month period ending March 31, 2004             $81,000,000
            Twelve month period ending June 30, 2004              $86,000,000
</TABLE>

      SECTION 6.06 GUARANTEES AND OTHER LIABILITIES. Purchase or repurchase (or
agree, contingently or otherwise, so to do) the Indebtedness of, or assume,
guarantee (directly or indirectly or by an instrument having the effect of
assuring another's payment or performance of any obligation or capability of so
doing, or otherwise), endorse or otherwise become liable, directly or
indirectly, in connection with the obligations, stock or dividends of any
Person, except (i) for any guaranty of Indebtedness or other obligations of any
Borrower or Guarantor if the Guarantor could have incurred such Indebtedness or
obligations under this Agreement, (ii) by endorsement of negotiable instruments
for deposit or collection in the ordinary course of business and (iii) for
liabilities under leasehold interests that are assigned by the Borrower or any
Guarantor to the extent permitted by this Agreement.

      SECTION 6.07 CHAPTER 11 CLAIMS. Incur, create, assume, suffer to exist or
permit any other Superpriority Claim which is pari passu with or senior to the
claims of the Agent and the Lenders against the Borrower and the Guarantors
hereunder (or as described in Section 6.03(v)), except for the Carve-Out.

      SECTION 6.08 DIVIDENDS; CAPITAL STOCK. Declare or pay, directly or
indirectly, any dividends or make any other distribution or payment, whether in
cash, property, securities or a combination thereof, with respect to (whether by
reduction of capital or otherwise) any shares of capital stock (or any options,
warrants, rights or other equity securities or agreements relating to any
capital stock), or set apart any sum for the aforesaid purposes, provided that
any Subsidiary Guarantor may pay dividends to the Borrower and to any other
Subsidiary Guarantor that is its direct parent.

      SECTION 6.09 TRANSACTIONS WITH AFFILIATES. Sell or transfer any property
or assets to, or otherwise engage in any other material transactions with, any
of its Affiliates (other than the Borrower and the Guarantors), other than in
the ordinary course of business at prices and on terms and conditions not less
favorable to the Borrower or such Guarantor than could be obtained on an
arm's-length basis from unrelated third parties other than pursuant to the
Proposed Plan.


                                       50
<PAGE>
      SECTION 6.10 INVESTMENTS, LOANS AND ADVANCES. Purchase, hold or acquire
any capital stock, evidences of indebtedness or other securities of, make or
permit to exist any loans or advances to, or make or permit to exist any
investment in, any other Person (all of the foregoing, "Investments"), except
for (i) ownership by the Borrower of the capital stock of each of the Guarantors
listed on Schedule 3.05, (ii) Permitted Investments, (iii) advances and loans
among the Borrower and the Guarantors in the ordinary course of business,
provided that the aggregate outstanding principal amount of such advances and
loans to Jeffboat LLC made after the Filing Date may not exceed $2,000,000 at
any time; (iv) advances and loans to ACBL Venezuela Ltd. and GMS Venezuela
Terminal Holdings LLC (and its subsidiaries) made after the Filing Date in an
aggregate principal amount not in excess of $2,000,000 at any one time
outstanding (provided that at the time of the making of any such advance or
loan, and after giving effect thereto, the Unused Total Commitment shall be no
less than $5,000,000 and all of such Unused Total Commitment shall be available
for borrowing as shown on the most recent Borrowing Base Certificate delivered
to the Agent and (v) other investments in existence at the commencement of the
Cases as set forth on Schedule 6.10.

      SECTION 6.11 DISPOSITION OF ASSETS. Sell or otherwise dispose of any
assets (including, without limitation, the capital stock of any subsidiary)
except for (i) sales of inventory, fixtures and equipment in the ordinary course
of business and (ii) dispositions of surplus, obsolete or damaged equipment,
including for scrap (provided that the aggregate amount of the net proceeds from
sales of such scrap shall not exceed $5,000,000).

      SECTION 6.12 NATURE OF BUSINESS. Modify or alter in any material manner
the nature and type of its business as conducted at or prior to the Filing Date
or the manner in which such business is conducted (except as required by the
Bankruptcy Code), it being understood that asset sales permitted by Section 6.11
shall not constitute such a material modification or alteration.

SECTION 7. EVENTS OF DEFAULT

      SECTION 7.01 EVENTS OF DEFAULT. In the case of the happening of any of the
following events and the continuance thereof beyond the applicable period of
grace if any (each, an "Event of Default"):

            (a) any material representation or warranty made by the Borrower or
any Guarantor in this Agreement or in any Loan Document or in connection with
this Agreement or the credit extensions hereunder or any material statement or
representation made in any report, financial statement, certificate or other
document furnished by the Borrower or any Guarantors to the Lenders under or in
connection with this Agreement, shall prove to have been false or misleading in
any material respect when made or delivered; or

            (b) default shall be made in the payment of any (i) Fees or interest
on the Loans when due, and such default shall continue unremedied for more than
two (2) Business Days or (ii) principal of the Loans or other amounts payable by
the Borrower hereunder (including, without limitation, reimbursement obligations
or cash collateralization in respect of Letters of Credit), when and as the same
shall become due and payable, whether at the due date


                                       51
<PAGE>
thereof (including the Prepayment Date) or at a date fixed for prepayment
thereof or by acceleration thereof or otherwise; or

            (c) default shall be made by the Borrower or any Guarantor in the
due observance or performance of any covenant, condition or agreement contained
in Section 6 hereof; or

            (d) default shall be made by the Borrower or any Guarantor in the
due observance or performance of any other covenant, condition or agreement to
be observed or performed pursuant to the terms of this Agreement, any of the
Orders or any of the other Loan Documents and such default shall continue
unremedied for more than ten (10) days; or

            (e) any of the Cases shall be dismissed or converted to a case under
Chapter 7 of the Bankruptcy Code or the Borrower or any Guarantor shall file a
motion or other pleading seeking the dismissal of any of the Cases under Section
1112 of the Bankruptcy Code or otherwise; a trustee under Chapter 7 or Chapter
11 of the Bankruptcy Code, a responsible officer or an examiner with enlarged
powers relating to the operation of the business (powers beyond those set forth
in Section 1106(a)(3) and (4) of the Bankruptcy Code) under Section 1106(b) of
the Bankruptcy Code shall be appointed in any of the Cases and the order
appointing such trustee, responsible officer or examiner shall not be reversed
or vacated within 30 days after the entry thereof; or an application shall be
filed by the Borrower or any Guarantor for the approval of any other
Superpriority Claim (other than the Carve-Out) in any of the Cases which is pari
passu with or senior to the claims of the Agent and the Lenders against the
Borrower or any Guarantor hereunder, or there shall arise or be granted any such
pari passu or senior Superpriority Claim; or

            (f) the Bankruptcy Court shall enter an order or orders granting
relief from the automatic stay applicable under Section 362 of the Bankruptcy
Code to the holder or holders of any security interest to permit foreclosure (or
the granting of a deed in lieu of foreclosure or the like) on any assets of the
Borrower or any of the Guarantors which have a value in excess of $500,000 in
the aggregate; or

            (g) a Change of Control shall occur prior to the effective date of a
Reorganization Plan; or

            (h) the Borrower shall fail to deliver a certified Borrowing Base
Certificate when due and such default shall continue unremedied for more than
three (3) Business Days; or

            (i) any material provision of any Loan Document shall, for any
reason, cease to be valid and binding on the Borrower or any of the Guarantors,
or the Borrower or any of the Guarantors shall so assert in any pleading filed
in any court; or

            (j) an order of the Bankruptcy Court shall be entered reversing,
staying for a period in excess of 10 days, vacating or (without the written
consent of the Agent) otherwise amending, supplementing or modifying any of the
Orders or terminating the use of cash collateral by the Borrower or the
Guarantors pursuant to the Orders; or


                                       52
<PAGE>
            (k) any judgment or order as to a post-petition liability or debt
for the payment of money in excess of $1,000,000 not covered by insurance shall
be rendered against the Borrower or any of the Guarantors and the enforcement
thereof shall not have been stayed; or

            (l) any non-monetary judgment or order with respect to a
post-petition event shall be rendered against the Borrower or any of the
Guarantors which does or would reasonably be expected to (i) cause a material
adverse change in the financial condition, business, prospects, operations or
assets of the Borrower and the Guarantors taken as a whole on a consolidated
basis, (ii) have a material adverse effect on the ability of the Borrower or any
of the Guarantors to perform their respective obligations under any Loan
Document, or (iii) have a material adverse effect on the rights and remedies of
the Agent or any Lender under any Loan Document, and there shall be any period
of 10 consecutive days during which a stay of enforcement of such judgment or
order, by reason of a pending appeal or otherwise, shall not be in effect; or

            (m) except as permitted by the Orders, the Borrower or the
Guarantors shall make any Pre-Petition Payment other than Pre-Petition Payments
authorized by the Bankruptcy Court (x) in accordance with other "first day"
orders reasonably satisfactory to the Agent, (y) not in excess of $14,800,000 in
respect of certain critical vendors who may assert maritime Liens or $2,200,000
in respect of certain other critical vendors who don't hold maritime Liens, and
(z) in respect of accrued payroll and related expenses and employee benefits as
of the Filing Date; or

            (n) any Termination Event described in clauses (iii) or (iv) of the
definition of such term shall have occurred and shall continue unremedied for
more than 10 days and the sum (determined as of the date of occurrence of such
Termination Event) of the Insufficiency of the Plan in respect of which such
Termination Event shall have occurred and be continuing and the Insufficiency of
any and all other Plans with respect to which such a Termination Event
(described in such clauses (iii) or (iv)) shall have occurred and then exist is
equal to or greater than $5,000,000; or

            (o) (i) the Borrower or any ERISA Affiliate thereof shall have been
notified by the sponsor or trustee of a Multiemployer Plan that it has incurred
Withdrawal Liability to such Multiemployer Plan, (ii) the Borrower or such ERISA
Affiliate does not have reasonable grounds, in the opinion of the Agent, to
contest such Withdrawal Liability and is not in fact contesting such Withdrawal
Liability in a timely and appropriate manner, and (iii) the amount of such
Withdrawal Liability specified in such notice, when aggregated with all other
amounts required to be paid to Multiemployer Plans in connection with Withdrawal
Liabilities (determined as of the date of such notification), exceeds $5,000,000
allocable to post-petition obligations or requires payments exceeding $500,000
per annum in excess of the annual payments made with respect to such
Multiemployer Plans by the Borrower or such ERISA Affiliate for the plan year
immediately preceding the plan year in which such notification is received; or

            (p) the Borrower or any ERISA Affiliate thereof shall have been
notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is
in reorganization or is being terminated, within the meaning of Title IV of
ERISA, if as a result of such reorganization or termination the aggregate annual
contributions of the Borrower and its ERISA Affiliates to all Multiemployer
Plans that are then in reorganization or being terminated have been or will be


                                       53
<PAGE>
increased over the amounts contributed to such Multiemployer Plans for the plan
years that include the date hereof by an amount exceeding $5,000,000; or

            (q) the Borrower or any ERISA Affiliate shall have committed a
failure described in Section 302(f)(1) of ERISA (other than the failure to make
any contribution accrued and unpaid as of the Filing Date) and the amount
determined under Section 302(f)(3) of ERISA is equal to or greater than
$5,000,000; or

            (r) it shall be determined (whether by the Bankruptcy Court or by
any other judicial or administrative forum) that the Borrower or any Guarantor
is liable for the payment of claims arising out of any failure to comply (or to
have complied) with applicable environmental laws or regulations the payment of
which will have a material adverse effect on the financial condition, business,
properties, operations, assets or prospects of the Borrower or the Guarantors,
taken as a whole, and the enforcement thereof shall not have been stayed;

then, and in every such event and at any time thereafter during the continuance
of such event, and without further order of or application to the Bankruptcy
Court, the Agent may, and at the request of the Required Lenders, shall, by
notice to the Borrower (with a copy to counsel for the Official Creditors'
Committee appointed in the Cases, to counsel for the Pre-Petition Agent and to
the United States Trustee for the Southern District of Indiana), take one or
more of the following actions, at the same or different times (provided, that
with respect to clause (iv) below and the enforcement of Liens or other remedies
with respect to the Collateral under clause (v) below, the Agent shall provide
the Borrower (with a copy to counsel for the Official Creditors' Committee in
the Cases, to counsel for the Pre-Petition Agent and to the United States
Trustee for the Southern District of Indiana) with five (5) Business Days'
written notice prior to taking the action contemplated thereby and provided,
further, that upon receipt of notice referred to in the immediately preceding
clause with respect to the accounts referred to in clause (iv) below, the
Borrower may continue to make ordinary course disbursements from such accounts
(other than the Letter of Credit Account) but may not withdraw or disburse any
other amounts from such accounts): (i) terminate forthwith the Total Commitment;
(ii) declare the Loans then outstanding to be forthwith due and payable,
whereupon the principal of the Loans together with accrued interest thereon and
any unpaid accrued Fees and all other liabilities of the Borrower accrued
hereunder and under any other Loan Document, shall become forthwith due and
payable, without presentment, demand, protest or any other notice of any kind,
all of which are hereby expressly waived by the Borrower and the Guarantors,
anything contained herein or in any other Loan Document to the contrary
notwithstanding; (iii) require the Borrower and the Guarantors upon demand to
forthwith deposit in the Letter of Credit Account cash in an amount which,
together with any amounts then held in the Letter of Credit Account, is equal to
the sum of 105% of the then Letter of Credit Outstandings (and to the extent the
Borrower and the Guarantors shall fail to furnish such funds as demanded by the
Agent, the Agent shall be authorized to debit the accounts of the Borrower and
the Guarantors maintained with the Agent in such amount five (5) Business Days
after the giving of the notice referred to above); (iv) set-off amounts in the
Letter of Credit Account or any other accounts maintained with the Agent and
apply such amounts to the obligations of the Borrower and the Guarantors
hereunder and in the other Loan Documents; and (v) exercise any and all remedies
under the Loan Documents and under applicable law available to the Agent and the
Lenders.


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<PAGE>
SECTION 8. THE AGENT

      SECTION 8.01 ADMINISTRATION BY AGENT. The general administration of the
Loan Documents shall be by the Agent. Each Lender hereby irrevocably authorizes
the Agent, at its discretion, to take or refrain from taking such actions as
agent on its behalf and to exercise or refrain from exercising such powers under
the Loan Documents as are delegated by the terms hereof or thereof, as
appropriate, together with all powers reasonably incidental thereto (including
the release of Collateral in connection with any transaction that is expressly
permitted by the Loan Documents). The Agent shall have no duties or
responsibilities except as set forth in this Agreement and the remaining Loan
Documents.

      SECTION 8.02 ADVANCES AND PAYMENTS.

            (a) On the date of each Loan, the Agent shall be authorized (but not
obligated) to advance, for the account of each of the Lenders, the amount of the
Loan to be made by it in accordance with its Commitment hereunder. Should the
Agent do so, each of the Lenders agrees forthwith to reimburse the Agent in
immediately available funds for the amount so advanced on its behalf by the
Agent, together with interest at the Federal Funds Effective Rate if not so
reimbursed on the date due from and including such date but not including the
date of reimbursement.

            (b) Any amounts received by the Agent in connection with this
Agreement (other than amounts to which the Agent is entitled pursuant to
Sections 2.19, 8.06, 10.05 and 10.06), the application of which is not otherwise
provided for in this Agreement shall be applied, first, in accordance with each
Tranche A Lender's Commitment Percentage to pay accrued but unpaid Commitment
Fees or Letter of Credit Fees, second, in accordance with each Tranche A
Lender's Commitment Percentage to pay accrued but unpaid interest and the
principal balance outstanding and all unreimbursed Letter of Credit drawings and
third in accordance with each Tranche B Lender's Tranche B Commitment Percentage
to pay accrued but unpaid interest and the principal balance outstanding. All
amounts to be paid to a Lender by the Agent shall be credited to that Lender,
after collection by the Agent, in immediately available funds either by wire
transfer or deposit in that Lender's correspondent account with the Agent, as
such Lender and the Agent shall from time to time agree.

      SECTION 8.03 SHARING OF SETOFFS. Each Lender agrees that if it shall,
through the exercise of a right of banker's lien, setoff or counterclaim against
the Borrower, including, but not limited to, a secured claim under Section 506
of the Bankruptcy Code or other security or interest arising from, or in lieu
of, such secured claim and received by such Lender under any applicable
bankruptcy, insolvency or other similar law, or otherwise, obtain payment in
respect of its Tranche A or Tranche B Loans as a result of which the unpaid
portion of its Tranche A or Tranche B Loans is proportionately less than the
unpaid portion of the Tranche A or Tranche B Loans of any other Tranche A or
Tranche B Lender (a) it shall promptly purchase at par (and shall be deemed to
have thereupon purchased) from such other Tranche A or Tranche B Lender a
participation in the Tranche A or Tranche B Loans of such other Tranche A or
Tranche B Lender, so that the aggregate unpaid principal amount of each Lender's
Tranche A or Tranche B Loans and its participation in Tranche A or Tranche B
Loans of the other Lenders shall be in the same proportion to the aggregate
unpaid principal amount of all Tranche A or Tranche B Loans


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<PAGE>
then outstanding as the principal amount of its Tranche A or Tranche B Loans
prior to the obtaining of such payment was to the principal amount of all
Tranche A or Tranche B Loans outstanding prior to the obtaining of such payment
and (b) such other adjustments shall be made from time to time as shall be
equitable to ensure that the Tranche A or Tranche B Lenders share such payment
pro-rata, provided that if any such non-pro-rata payment is thereafter recovered
or otherwise set aside such purchase of participations shall be rescinded
(without interest). The Borrower expressly consents to the foregoing
arrangements and agrees that any Lender holding (or deemed to be holding) a
participation in a Loan may exercise any and all rights of banker's lien, setoff
(in each case, subject to the same notice requirements as pertain to clause (iv)
of the remedial provisions of Section 7.01) or counterclaim with respect to any
and all moneys owing by the Borrower to such Lender as fully as if such Lender
held a Note and was the original obligee thereon, in the amount of such
participation.

      SECTION 8.04 AGREEMENT OF REQUIRED LENDERS. Upon any occasion requiring or
permitting an approval, consent, waiver, election or other action on the part of
the Required Lenders, action shall be taken by the Agent for and on behalf or
for the benefit of all Lenders upon the direction of the Required Lenders, and
any such action shall be binding on all Lenders. No amendment, modification,
consent, or waiver shall be effective except in accordance with the provisions
of Section 10.10.

      SECTION 8.05 LIABILITY OF AGENT.

            (a) The Agent when acting on behalf of the Lenders, may execute any
of its respective duties under this Agreement by or through any of its
respective officers, agents, and employees, and neither the Agent nor its
directors, officers, agents, employees or Affiliates shall be liable to the
Lenders or any of them for any action taken or omitted to be taken in good
faith, or be responsible to the Lenders or to any of them for the consequences
of any oversight or error of judgment, or for any loss, unless the same shall
happen through its gross negligence or willful misconduct. The Agent and its
respective directors, officers, agents, employees and Affiliates shall in no
event be liable to the Lenders or to any of them for any action taken or omitted
to be taken by them pursuant to instructions received by them from the Required
Lenders or in reliance upon the advice of counsel selected by it. Without
limiting the foregoing, neither the Agent, nor any of its respective directors,
officers, employees, agents or Affiliates shall be responsible to any Lender for
the due execution, validity, genuineness, effectiveness, sufficiency, or
enforceability of, or for any statement, warranty, or representation in, this
Agreement, any Loan Document or any related agreement, document or order, or
shall be required to ascertain or to make any inquiry concerning the performance
or observance by the Borrower of any of the terms, conditions, covenants, or
agreements of this Agreement or any of the Loan Documents.

            (b) Neither the Agent nor any of its respective directors, officers,
employees, agents or Affiliates shall have any responsibility to the Borrower or
the Guarantors on account of the failure or delay in performance or breach by
any Lender or by the Borrower or the Guarantors of any of their respective
obligations under this Agreement or any of the Loan Documents or in connection
herewith or therewith.

            (c) The Agent, in its capacity as Agent hereunder, shall be entitled
to rely on any communication, instrument, or document reasonably believed by
such person to be genuine


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<PAGE>
or correct and to have been signed or sent by a person or persons believed by
such person to be the proper person or persons, and such person shall be
entitled to rely on advice of legal counsel, independent public accountants, and
other professional advisers and experts selected by such person.

      SECTION 8.06 REIMBURSEMENT AND INDEMNIFICATION. Each Lender agrees (i) to
reimburse (x) the Agent for such Lender's Commitment Percentage of any expenses
and fees incurred for the benefit of the Lenders under this Agreement and any of
the Loan Documents, including, without limitation, counsel fees and compensation
of agents and employees paid for services rendered on behalf of the Lenders, and
any other expense incurred in connection with the operations or enforcement
thereof not reimbursed by the Borrower or the Guarantors and (y) the Agent for
such Lender's Commitment Percentage of any expenses of the Agent incurred for
the benefit of the Lenders that the Borrower has agreed to reimburse pursuant to
Section 10.05 and has failed to so reimburse and (ii) to indemnify and hold
harmless the Agent and any of its directors, officers, employees, agents or
Affiliates, on demand, in the amount of its proportionate share, from and
against any and all liabilities, obligations, losses, damages, penalties,
actions, judgments, suits, costs, expenses, or disbursements of any kind or
nature whatsoever which may be imposed on, incurred by, or asserted against it
or any of them in any way relating to or arising out of this Agreement or any of
the Loan Documents or any action taken or omitted by it or any of them under
this Agreement or any of the Loan Documents to the extent not reimbursed by the
Borrower or the Guarantors (except such as shall result from their respective
gross negligence or willful misconduct).

      SECTION 8.07 RIGHTS OF AGENT. It is understood and agreed that JPMorgan
Chase shall have the same rights and powers hereunder (including the right to
give such instructions) as the other Lenders and may exercise such rights and
powers, as well as its rights and powers under other agreements and instruments
to which it is or may be party, and engage in other transactions with the
Borrower or any Guarantor, as though it were not the Agent of the Lenders under
this Agreement.

      SECTION 8.08 INDEPENDENT LENDERS. Each Lender acknowledges that it has
decided to enter into this Agreement and to make the Loans hereunder based on
its own analysis of the transactions contemplated hereby and of the
creditworthiness of the Borrower and the Guarantors and agrees that the Agent
shall bear no responsibility therefor.

      SECTION 8.09 NOTICE OF TRANSFER. The Agent may deem and treat a Lender
party to this Agreement as the owner of such Lender's portion of the Loans for
all purposes, unless and until a written notice of the assignment or transfer
thereof executed by such Lender shall have been received by the Agent.

      SECTION 8.10 SUCCESSOR AGENT. The Agent may resign at any time by giving
written notice thereof to the Lenders and the Borrower. Upon any such
resignation, the Required Lenders shall have the right to appoint a successor
Agent, which shall be reasonably satisfactory to the Borrower. If no successor
Agent shall have been so appointed by the Required Lenders and shall have
accepted such appointment, within 30 days after the retiring Agent's giving of
notice of resignation, the retiring Agent may, on behalf of the Lenders, appoint
a successor Agent, which shall be a commercial bank organized under the laws of
the United States of


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<PAGE>
America or of any State thereof and having a combined capital and surplus of a
least $100,000,000, which shall be reasonably satisfactory to the Borrower. Upon
the acceptance of any appointment as Agent hereunder by a successor Agent, such
successor Agent shall thereupon succeed to and become vested with all the
rights, powers, privileges and duties of the retiring Agent, and the retiring
Agent shall be discharged from its duties and obligations under this Agreement.
After any retiring Agent's resignation hereunder as Agent, the provisions of
this Section 8 shall inure to its benefit as to any actions taken or omitted to
be taken by it while it was Agent under this Agreement.

SECTION 9. GUARANTY

      SECTION 9.01 GUARANTY.

            (a) Each of the Guarantors unconditionally and irrevocably
guarantees the due and punctual payment by the Borrower of the Obligations. Each
of the Guarantors further agrees that the Obligations may be extended or
renewed, in whole or in part, without notice to or further assent from it, and
it will remain bound upon this guaranty notwithstanding any extension or renewal
of any of the Obligations. The Obligations of the Guarantors shall be joint and
several.

            (b) Each of the Guarantors waives presentation to, demand for
payment from and protest to the Borrower or any other Guarantor, and also waives
notice of protest for nonpayment. The Obligations of the Guarantors hereunder
shall not be affected by (i) the failure of the Agent or a Lender to assert any
claim or demand or to enforce any right or remedy against the Borrower or any
other Guarantor under the provisions of this Agreement or any other Loan
Document or otherwise; (ii) any extension or renewal of any provision hereof or
thereof; (iii) any rescission, waiver, compromise, acceleration, amendment or
modification of any of the terms or provisions of any of the Loan Documents;
(iv) the release, exchange, waiver or foreclosure of any security held by the
Agent for the Obligations or any of them; (v) the failure of the Agent or a
Lender to exercise any right or remedy against any other Guarantor; or (vi) the
release or substitution of any Guarantor or any other Guarantor.

            (c) Each of the Guarantors further agrees that this guaranty
constitutes a guaranty of payment when due and not just of collection, and
waives any right to require that any resort be had by the Agent or a Lender to
any security held for payment of the Obligations or to any balance of any
deposit, account or credit on the books of the Agent or a Lender in favor of the
Borrower or any other Guarantor, or to any other Person.

            (d) Each of the Guarantors hereby waives any defense that it might
have based on a failure to remain informed of the financial condition of the
Borrower and of any other Guarantor and any circumstances affecting the ability
of the Borrower to perform under this Agreement.

            (e) Each Guarantor's guaranty shall not be affected by the
genuineness, validity, regularity or enforceability of the Obligations or any
other instrument evidencing any Obligations, or by the existence, validity,
enforceability, perfection, or extent of any collateral therefor or by any other
circumstance relating to the Obligations which might otherwise constitute a
defense to this Guaranty. Neither of the Agent, nor any of the Lenders makes any


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<PAGE>
representation or warranty in respect to any such circumstances or shall have
any duty or responsibility whatsoever to any Guarantor in respect of the
management and maintenance of the Obligations.

            (f) Subject to the provisions of Section 7.01, upon the Obligations
becoming due and payable (by acceleration or otherwise), the Lenders shall be
entitled to immediate payment of such Obligations by the Guarantors upon written
demand by the Agent, without further application to or order of the Bankruptcy
Court.

      SECTION 9.02 NO IMPAIRMENT OF GUARANTY. The obligations of the Guarantors
hereunder shall not be subject to any reduction, limitation, impairment or
termination for any reason, including, without limitation, any claim of waiver,
release, surrender, alteration or compromise, and shall not be subject to any
defense or set-off, counterclaim, recoupment or termination whatsoever by reason
of the invalidity, illegality or unenforceability of the Obligations. Without
limiting the generality of the foregoing, the obligations of the Guarantors
hereunder shall not be discharged or impaired or otherwise affected by the
failure of the Agent or a Lender to assert any claim or demand or to enforce any
remedy under this Agreement or any other agreement, by any waiver or
modification of any provision thereof, by any default, failure or delay, willful
or otherwise, in the performance of the Obligations, or by any other act or
thing or omission or delay to do any other act or thing which may or might in
any manner or to any extent vary the risk of the Guarantors or would otherwise
operate as a discharge of the Guarantors as a matter of law, unless and until
the Obligations are paid in full.

      SECTION 9.03 SUBROGATION. Upon payment by any Guarantor of any sums to the
Agent or a Lender hereunder, all rights of such Guarantor against the Borrower
arising as a result thereof by way of right of subrogation or otherwise, shall
in all respects be subordinate and junior in right of payment to the prior final
and indefeasible payment in full of all the Obligations. If any amount shall be
paid to such Guarantor for the account of the Borrower, such amount shall be
held in trust for the benefit of the Agent and the Lenders and shall forthwith
be paid to the Agent and the Lenders to be credited and applied to the
Obligations, whether matured or unmatured.

SECTION 10. MISCELLANEOUS

      SECTION 10.01 NOTICES. Notices and other communications provided for
herein shall be in writing (including facsimile communication) and shall be
mailed, transmitted by facsimile or delivered to the Borrower or any Guarantor
at 1701 East Market Street, Jeffersonville, Indiana, 47130-4717, Attention:
Chief Financial Officer (with a copy to General Counsel) and to a Lender or the
Agent to it at its address set forth on Annex A, or such other address as such
party may from time to time designate by giving written notice to the other
parties hereunder. All notices and other communications given to any party
hereto in accordance with the provisions of this Agreement shall be deemed to
have been given on the fifth Business Day after the date when sent by registered
or certified mail, postage prepaid, return receipt requested, if by mail; or
when receipt is acknowledged, if by any facsimile equipment of the sender; in
each case addressed to such party as provided in this Section 10.01 or in
accordance with the latest unrevoked written direction from such party;
provided, however, that in the case of notices to the


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Agent notices pursuant to the preceding sentence with respect to change of
address and pursuant to Section 2 shall be effective only when received by the
Agent.

      SECTION 10.02 SURVIVAL OF AGREEMENT, REPRESENTATIONS AND WARRANTIES, ETC.
All warranties, representations and covenants made by the Borrower or any
Guarantor herein or in any certificate or other instrument delivered by it or on
its behalf in connection with this Agreement shall be considered to have been
relied upon by the Lenders and shall survive the making of the Loans herein
contemplated regardless of any investigation made by any Lender or on its behalf
and shall continue in full force and effect so long as any amount due or to
become due hereunder is outstanding and unpaid and so long as the Commitments
have not been terminated. All statements in any such certificate or other
instrument shall constitute representations and warranties by the Borrower and
the Guarantors hereunder with respect to the Borrower.

      SECTION 10.03 SUCCESSORS AND ASSIGNS.

            (a) This Agreement shall be binding upon and inure to the benefit of
the Borrower, the Agent and the Lenders and their respective successors and
assigns. Neither the Borrower nor any of the Guarantors may assign or transfer
any of their rights or obligations hereunder without the prior written consent
of all of the Lenders. Each Lender may sell participations to any Person in all
or part of any Loan, or all or part of its Commitment, in which event, without
limiting the foregoing, the provisions of Section 2.15 shall inure to the
benefit of each purchaser of a participation (provided that such participant
shall look solely to the seller of such participation for such benefits and the
Borrower's and the Guarantors' liability, if any, under Sections 2.15 and 2.18
shall not be increased as a result of the sale of any such participation) and
the pro rata treatment of payments, as described in Section 2.17, shall be
determined as if such Lender had not sold such participation. In the event any
Lender shall sell any participation, such Lender shall retain the sole right and
responsibility to enforce the obligations of the Borrower and each of the
Guarantors relating to the Loans, including, without limitation, the right to
approve any amendment, modification or waiver of any provision of this Agreement
(provided that such Lender may grant its participant the right to consent to
such Lender's execution of amendments, modifications or waivers which (i) reduce
any Fees payable hereunder to the Lenders, (ii) reduce the amount of any
scheduled principal payment on any Loan or reduce the principal amount of any
Loan or the rate of interest payable hereunder or (iii) extend the maturity of
the Borrower's obligations hereunder). The sale of any such participation shall
not alter the rights and obligations of the Lender selling such participation
hereunder with respect to the Borrower.

            (b) Each Lender may assign to one or more Lenders or Eligible
Assignees all or a portion of its interests, rights and obligations under this
Agreement (including, without limitation, all or a portion of its Commitment and
the same portion of the related Loans at the time owing to it), provided,
however, that (i) other than in the case of an assignment to a Person at least
50% owned by the assignor Lender, or to a Lender Affiliate of such assignor
Lender, or by a common parent of both, or to another Lender, the Agent and the
Fronting Bank must give their respective prior written consent to such
assignment, which consent will not be unreasonably withheld, (ii) the aggregate
amount of the Commitment and/or Loans of the assigning Lender subject to each
such assignment (determined as of the date the Assignment and Acceptance with


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<PAGE>
respect to such assignment is delivered to the Agent) shall, unless otherwise
agreed to in writing by the Borrower and the Agent, in no event be less than
$1,000,000 or the remaining portion of such Lender's Commitment and/or Loans, if
less and (iii) the parties to each such assignment shall execute and deliver to
the Agent, for its acceptance and recording in the Register (as defined below),
an Assignment and Acceptance with blanks appropriately completed, together with
a processing and recordation fee of $3,500 (for which the Borrower shall have no
liability). Upon such execution, delivery, acceptance and recording, from and
after the effective date specified in each Assignment and Acceptance, which
effective date shall be within ten Business Days after the execution thereof
(unless otherwise agreed to in writing by the Agent), (A) the assignee
thereunder shall be a party hereto and, to the extent provided in such
Assignment and Acceptance, have the rights and obligations of a Lender hereunder
and (B) the Lender thereunder shall, to the extent provided in such Assignment
and Acceptance, be released from its obligations under this Agreement (and, in
the case of an Assignment and Acceptance covering all or the remaining portion
of an assigning Lender's rights and obligations under this Agreement, such
Lender shall cease to be a party hereto).

            (c) By executing and delivering an Assignment and Acceptance, the
Lender assignor thereunder and the assignee thereunder confirm to and agree with
each other and the other parties hereto as follows: (i) other than the
representation and warranty that it is the legal and beneficial owner of the
interest being assigned thereby free and clear of any adverse claim, such Lender
assignor makes no representation or warranty and assumes no responsibility with
respect to any statements, warranties or representations made in or in
connection with this Agreement or any of the other Loan Documents or the
execution, legality, validity, enforceability, genuineness, sufficiency or value
of this Agreement or any of the other Loan Documents; (ii) such Lender assignor
makes no representation or warranty and assumes no responsibility with respect
to the financial condition of the Borrower or any Guarantor or the performance
or observance by the Borrower or any Guarantor of any of its obligations under
this Agreement or any of the other Loan Documents or any other instrument or
document furnished pursuant hereto; (iii) such assignee confirms that it has
received a copy of this Agreement and the other Loan Documents, together with
copies of the financial statements referred to in Section 3.04 and such other
documents and information as it has deemed appropriate to make its own credit
analysis and decision to enter into such Assignment and Acceptance; (iv) such
assignee will, independently and without reliance upon the Agent, such Lender
assignor or any other Lender and based on such documents and information as it
shall deem appropriate at the time, continue to make its own credit decisions in
taking or not taking action under this Agreement; (v) such assignee appoints and
authorizes the Agent to take such action as agent on its behalf and to exercise
such powers under this Agreement as are delegated to the Agent by the terms
thereto, together with such powers as are reasonably incidental hereof; and (vi)
such assignee agrees that it will perform in accordance with their terms all
obligations that by the terms of this Agreement are required to be performed by
it as a Lender.

            (d) The Agent shall maintain at its office a copy of each Assignment
and Acceptance delivered to it and a register for the recordation of the names
and addresses of the Lenders and the Commitments of, and principal amount of the
Loans owing to, each Lender from time to time (the "Register"). The entries in
the Register shall be conclusive, in the absence of manifest error, and the
Borrower, the Guarantors, the Agent and the Lenders shall treat each Person the
name of which is recorded in the Register as a Lender hereunder for all purposes
of


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<PAGE>
this Agreement. The Register shall be available for inspection by the Borrower
or any Lender at any reasonable time and from time to time upon reasonable prior
notice.

            (e) Upon its receipt of an Assignment and Acceptance executed by an
assigning Lender and the assignee thereunder together with the fee payable in
respect thereto, the Agent shall, if such Assignment and Acceptance has been
completed with blanks appropriately filled and consented to by the Agent and the
Fronting Bank (to the extent such consent is required hereunder), (i) accept
such Assignment and Acceptance, (ii) record the information contained therein in
the Register and (iii) give prompt written notice thereof to the Borrower
(together with a copy thereof). No assignment shall be effective for purposes of
this Agreement unless it has been recorded in the Register as provided in this
paragraph.

            (f) Any Lender may, in connection with any assignment or
participation or proposed assignment or participation pursuant to this Section
10.03, disclose to the assignee or participant or proposed assignee or
participant, any information relating to the Borrower or any of the Guarantors
furnished to such Lender by or on behalf of the Borrower or any of the
Guarantors; provided that prior to any such disclosure, each such assignee or
participant or proposed assignee or participant shall agree in writing to be
bound by the provisions of Section 10.04.

            (g) The Borrower hereby agrees, to the extent set forth in the
Commitment Letter, to actively assist and cooperate with the Agent in the
Agent's efforts to sell participations herein (as described in Section 10.03(a))
and assign to one or more Lenders or Eligible Assignees a portion of its
interests, rights and obligations under this Agreement (as set forth in Section
10.03(b)).

      SECTION 10.04 CONFIDENTIALITY. Each Lender agrees to keep any information
delivered or made available by the Borrower or any of the Guarantors to it
confidential from anyone other than persons employed or retained by such Lender
who are or are expected to become engaged in evaluating, approving, structuring
or administering the Loans; provided that nothing herein shall prevent any
Lender from disclosing such information (i) to any of its Affiliates or to any
other Lender, provided such Affiliate agrees to keep such information
confidential to the same extent required by the Lenders hereunder, (ii) upon the
order of any court or administrative agency, (iii) upon the request or demand of
any regulatory agency or authority, (iv) which has been publicly disclosed other
than as a result of a disclosure by the Agent or any Lender or any Affiliate
thereof which is not permitted by this Agreement, (v) in connection with any
litigation to which the Agent, any Lender, or their respective Affiliates may be
a party to the extent reasonably required, (vi) to the extent reasonably
required in connection with the exercise of any remedy hereunder, (vii) to such
Lender's legal counsel and independent auditors, and (viii) to any actual or
proposed participant or assignee of all or part of its rights hereunder subject
to the proviso in Section 10.03(f). Each Lender shall use reasonable efforts to
notify the Borrower of any required disclosure under clause (ii) of this
Section.

      SECTION 10.05 EXPENSES. Whether or not the transactions hereby
contemplated shall be consummated, the Borrower and the Guarantors agree to pay
all reasonable and documented out-of-pocket expenses incurred by the Agent
(including but not limited to the reasonable fees and disbursements of Morgan,
Lewis & Bockius LLP, special counsel for the Agent, any other


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<PAGE>
counsel that the Agent shall retain and any internal or third-party appraisers,
consultants, financial advisors and auditors advising the Agent and J.P. Morgan
Securities Inc.) in connection with the preparation, execution, delivery and
administration of this Agreement and the other Loan Documents, the making of the
Loans and the issuance of the Letters of Credit, the perfection of the Liens
contemplated hereby, the syndication of the transactions contemplated hereby,
the reasonable and customary costs, fees and expenses internally allocated
charges and expenses relating to the Agent's initial and ongoing Borrowing Base
examinations, of the Agent in connection with its weekly and other periodic
collateral reviews, monitoring of assets (including reasonable and customary
internal collateral monitoring fees), all reasonable out of pocket expenses
incurred by the Initial Lenders (including the reasonable fees and disbursements
of respective counsel for the Initial Lenders) in connection with the
preparation, execution and delivery of this Agreement and the other Loan
Documents, the making of the Loans and the issuance of the Letters of Credit,
and, following the occurrence of an Event of Default, all reasonable
out-of-pocket expenses incurred by the Lenders and the Agent in the enforcement
or protection of the rights of any one or more of the Lenders or the Agent in
connection with this Agreement or the other Loan Documents, including but not
limited to the reasonable fees and disbursements of any counsel for the Lenders
or the Agent. Such payments shall be made on the date of the Interim Order and
thereafter on demand upon delivery of a statement setting forth such costs and
expenses. Whether or not the transactions hereby contemplated shall be
consummated, the Borrower and the Guarantors agree to reimburse the Agent, the
Initial Lenders and J.P. Morgan Securities Inc. for the expenses set forth in
the Commitment Letter and the reimbursement provisions thereof are hereby
incorporated herein by reference. The obligations of the Borrower and the
Guarantors under this Section shall survive the termination of this Agreement
and/or the payment of the Loans.

      SECTION 10.06 INDEMNITY. The Borrower and each of the Guarantors agree to
indemnify and hold harmless the Agent, JPMSI and the Lenders and their
directors, officers, employees, agents and Affiliates (each an "Indemnified
Party") from and against any and all expenses, losses, claims, damages and
liabilities incurred by such Indemnified Party arising out of claims made by any
Person in any way relating to the transactions contemplated hereby, but
excluding therefrom all expenses, losses, claims, damages, and liabilities to
the extent that they are determined by the final judgment of a court of
competent jurisdiction to have resulted from the gross negligence or willful
misconduct of such Indemnified Party. The obligations of the Borrower and the
Guarantors under this Section shall survive the termination of this Agreement
and/or the payment of the Loans.

      SECTION 10.07 CHOICE OF LAW. THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS
SHALL IN ALL RESPECTS BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS
OF THE STATE OF NEW YORK AND (TO THE EXTENT APPLICABLE) THE BANKRUPTCY CODE.

      SECTION 10.08 NO WAIVER. No failure on the part of the Agent or any of the
Lenders to exercise, and no delay in exercising, any right, power or remedy
hereunder or any of the other Loan Documents shall operate as a waiver thereof,
nor shall any single or partial exercise of any such right, power or remedy
preclude any other or further exercise thereof or the exercise of any other
right, power or remedy. All remedies hereunder are cumulative and are not
exclusive of any other remedies provided by law.


                                       63
<PAGE>
      SECTION 10.09 EXTENSION OF MATURITY. Should any payment of principal of or
interest or any other amount due hereunder become due and payable on a day other
than a Business Day, the maturity thereof shall be extended to the next
succeeding Business Day and, in the case of principal, interest shall be payable
thereon at the rate herein specified during such extension.

      SECTION 10.10 AMENDMENTS, ETC.

            (a) No modification, amendment or waiver of any provision of this
Agreement or the Security and Pledge Agreement or any other Loan Document, and
no consent to any departure by the Borrower or any Guarantor therefrom, shall in
any event be effective unless the same shall be in writing and signed by the
Required Lenders, and then such waiver or consent shall be effective only in the
specific instance and for the purpose for which given; provided, however, that
no such modification or amendment shall without the written consent of the
Lender affected thereby (x) increase the Tranche A Commitment or the Tranche B
Commitment of a Lender (it being understood that a waiver of an Event of Default
shall not constitute an increase in the Tranche A Commitment or the Tranche B
Commitment of a Lender), or (y) reduce the principal amount of any Loan or the
rate of interest payable thereon, or extend any date for the payment of interest
hereunder or reduce any Fees payable hereunder or extend the final maturity of
the Borrower's obligations hereunder; and, provided, further, that no such
modification or amendment shall without the written consent of all of the
Lenders (i) amend or modify any provision of this Agreement which provides for
the unanimous consent or approval of the Lenders, (ii) amend this Section 10.10
or the definition of Required Lenders, (iii) amend or modify the Superpriority
Claim status of the Lenders contemplated by Section 2.23 or (iv) release or
subordinate all or any substantial portion of the Liens granted to the Agent
hereunder, under the Orders or under any other Loan Document, or release all or
substantially all of the Guarantors. No such amendment or modification may
adversely affect the rights and obligations of the Agent or any Fronting Bank
hereunder or any Lender in the capacity referred to in Section 6.03(v) without
its prior written consent. No notice to or demand on the Borrower or any
Guarantor shall entitle the Borrower or any Guarantor to any other or further
notice or demand in the same, similar or other circumstances. Each assignee
under Section 10.03(b) shall be bound by any amendment, modification, waiver, or
consent authorized as provided herein, and any consent by a Lender shall bind
any Person subsequently acquiring an interest on the Loans held by such Lender.
No amendment to this Agreement shall be effective against the Borrower or any
Guarantor unless signed by the Borrower or such Guarantor, as the case may be.

            (b) Notwithstanding anything to the contrary contained in Section
10.10(a), in the event that the Borrower requests that this Agreement be
modified or amended in a manner which would require the unanimous consent of all
of the Lenders and such modification or amendment is agreed to by the
Super-majority Lenders (as hereinafter defined), then with the consent of the
Borrower and the Super-majority Lenders, the Borrower and the Super-majority
Lenders shall be permitted to amend the Agreement without the consent of the
Lender or Lenders which did not agree to the modification or amendment requested
by the Borrower (such Lender or Lenders, collectively the "Minority Lenders") to
provide for (w) the termination of the Commitment of each of the Minority
Lenders, (x) the addition to this Agreement of one or more other financial
institutions (each of which shall be an Eligible Assignee), or an increase in
the Commitment of one or more of the Super-majority Lenders, so that the Total
Commitment after


                                       64
<PAGE>
giving effect to such amendment shall be in the same amount as the Total
Commitment immediately before giving effect to such amendment, (y) if any Loans
are outstanding at the time of such amendment, the making of such additional
Loans by such new financial institutions or Super-majority Lender or Lenders, as
the case may be, as may be necessary to repay in full the outstanding Loans of
the Minority Lenders immediately before giving effect to such amendment and (z)
such other modifications to this Agreement as may be appropriate. As used
herein, the term "Super-majority Lenders" shall mean, at any time, Lenders
holding Loans representing at least 66-2/3% of the aggregate principal amount of
the Loans outstanding, or if no Loans are outstanding, Lenders having
Commitments representing at least 66-2/3% of the Total Commitment.

      SECTION 10.11 SEVERABILITY. Any provision of this Agreement which is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.

      SECTION 10.12 HEADINGS. Section headings used herein are for convenience
only and are not to affect the construction of or be taken into consideration in
interpreting this Agreement.

      SECTION 10.13 EXECUTION IN COUNTERPARTS. This Agreement may be executed in
any number of counterparts, each of which shall constitute an original, but all
of which taken together shall constitute one and the same instrument.

      SECTION 10.14 PRIOR AGREEMENTS. This Agreement represents the entire
agreement of the parties with regard to the subject matter hereof and the terms
of any letters and other documentation entered into between the Borrower or a
Guarantor and any Lender or the Agent prior to the execution of this Agreement
which relate to Loans to be made hereunder shall be replaced by the terms of
this Agreement (except as otherwise expressly provided herein with respect to
the Commitment Letter and the fee letter referred to therein, including without
limitation the Borrower's agreement to actively assist the Agent in the
syndication of the transactions contemplated hereby referred to in Section
10.03(g) and including also the provisions of Section 2.19).

      SECTION 10.15 FURTHER ASSURANCES. Whenever and so often as reasonably
requested by the Agent, the Borrower and the Guarantors will promptly execute
and deliver or cause to be executed and delivered all such other and further
instruments, documents or assurances, and promptly do or cause to be done all
such other and further things as may be necessary and reasonably required in
order to further and more fully vest in the Agent all rights, interests, powers,
benefits, privileges and advantages conferred or intended to be conferred by
this Agreement and the other Loan Documents.

      SECTION 10.16 WAIVER OF JURY TRIAL. EACH OF THE BORROWER, THE GUARANTORS,
THE AGENT AND EACH LENDER HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY
IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO ANY OF
THE LOAN DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED THEREBY.


                                       65
<PAGE>
            IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed as of the day and the year first written.

                                        BORROWER:

                                        AMERICAN COMMERCIAL LINES LLC

                                        By:
                                              ----------------------------------
                                        Title:

                                        GUARANTORS:
                                        AMERICAN COMMERCIAL LINES
                                        HOLDINGS LLC

                                        By:
                                              ----------------------------------
                                        Title:

                                        LOUISIANA DOCK COMPANY LLC

                                        By:
                                              ----------------------------------
                                        Title:

                                        AMERICAN COMMERCIAL TERMINALS
                                        LLC

                                        By:
                                              ----------------------------------
                                        Title:

                                        JEFFBOAT LLC

                                        By:
                                              ----------------------------------
                                        Title:

                                        ACL CAPITAL CORP.

                                        By:
                                              ----------------------------------
                                        Title:

                       Signature Pages to Credit Agreement
<PAGE>
                                        AMERICAN COMMERCIAL BARGE LINE
                                        LLC

                                        By:
                                              ----------------------------------
                                        Title:

                                        AMERICAN COMMERCIAL LINES
                                        INTERNATIONAL LLC

                                        By:
                                              ----------------------------------
                                        Title:

                                        ACBL LIQUID SALES LLC

                                        By:
                                              ----------------------------------
                                        Title:

                                        AMERICAN COMMERCIAL LOGISTICS
                                        LLC

                                        By:
                                              ----------------------------------
                                        Title:

                                        HOUSTON FLEET LLC

                                        By:
                                              ----------------------------------
                                        Title:

                                        LEMONT HARBOR & FLEETING
                                        SERVICES LLC

                                        By:
                                              ----------------------------------
                                        Title:

                                        AMERICAN COMMERCIAL
                                        TERMINALS - MEMPHIS

                                        By:
                                              ----------------------------------
                                        Title:

                       Signature Pages to Credit Agreement
<PAGE>
                                        ORINOCO TASA LLC

                                        By:
                                              ----------------------------------
                                        Title:

                                        ORINOCO TASV LLC

                                        By:
                                              ----------------------------------
                                        Title:

                                        JPMORGAN CHASE BANK
                                            INDIVIDUALLY AND AS AGENT

                                        By:
                                              ----------------------------------
                                        Title:

                                        270 Park Avenue
                                        New York, New York 10017

                                        BANK ONE, NA
                                            INDIVIDUALLY AND AS CO-SYNDICATION
                                            AGENT

                                        By:
                                              ----------------------------------
                                        Title:

                                        120 South LaSalle Street
                                        Chicago, Illinois 60603

                                        GENERAL ELECTRIC CAPITAL CORPORATION
                                            INDIVIDUALLY AND AS CO-SYNDICATION
                                            AGENT

                                        By:
                                              ----------------------------------
                                        Title:

                                        500 West Monroe Street
                                        Chicago, Illinois 60661

                       Signature Pages to Credit Agreement
<PAGE>
                                     ANNEX A

                                       to

                     REVOLVING CREDIT AND GUARANTY AGREEMENT

                          Dated as of January 31, 2003

<TABLE>
<CAPTION>
                                            TRANCHE A          TRANCHE B
                                           COMMITMENT          COMMITMENT         COMMITMENT
LENDER                                       AMOUNT              AMOUNT           PERCENTAGE
------                                       ------              ------           ----------
<S>                                     <C>                 <C>                   <C>
JPMorgan Chase Bank                     $6,666,666.68       $13,333,333.34           33-1/3%
270 Park Avenue
New York, New York 10017
Attn:    _____________
         _____________

Bank One, NA                            $6,666,666.66       $13,333,333.33           33-1/3%
120 South LaSalle Street
Chicago, Illinois  60603

General Electric Capital Corporation    $6,666,666.66       $13,333,333.33           33-1/3%
500 West Monroe Street
Chicago, Illinois  60661

Total                                   $20,000,000         $40,000,000             100%
</TABLE>
<PAGE>
                                                                Exhibit A to the
                                                            Revolving Credit and
                                                              Guaranty Agreement

                              FORM OF INTERIM ORDER
<PAGE>
                                                                Exhibit B to the
                                                            Revolving Credit and
                                                              Guaranty Agreement

                              FORM OF SECURITY AND
                                PLEDGE AGREEMENT
<PAGE>
                                                              Exhibit B-1 to the
                                                            Revolving Credit and
                                                              Guaranty Agreement

                        FORM OF PREFERRED FLEET MORTGAGE
<PAGE>
                                                                Exhibit C to the
                                                            Revolving Credit and
                                                              Guaranty Agreement

                        FORM OF ASSIGNMENT AND ACCEPTANCE
<PAGE>
                                                                Exhibit D to the
                                                            Revolving Credit and
                                                              Guaranty Agreement

                      [FORM OF BORROWING BASE CERTIFICATE]
<PAGE>
                                                                Exhibit E to the
                                                            Revolving Credit and
                                                              Guaranty Agreement

                          [FORM OF OPINION OF COUNSEL]
<PAGE>
                                  SCHEDULE 3.05

                                  SUBSIDIARIES

                        [TO BE SATISFACTORY TO THE AGENT]
<PAGE>
                                  SCHEDULE 3.06

                                      LIENS

                        [TO BE SATISFACTORY TO THE AGENT]
<PAGE>
                                  SCHEDULE 3.10

                                   LITIGATION

                        [TO BE SATISFACTORY TO THE AGENT]
<PAGE>
                                  SCHEDULE 6.10

                              EXISTING INVESTMENTS
<PAGE>
                                  SCHEDULE 6.11

                                   ASSET SALES

                        [TO BE SATISFACTORY TO THE AGENT]