EXHIBIT 10.18

EXECUTION COPY



A.  Pursuant
to the Credit Agreement, the Lenders and the Issuing Bank have extended credit to the Borrower, and have agreed to extend credit to the Borrower, in each
case pursuant to the terms and subject to the conditions set forth therein.

B.  The
Borrower has requested that the Required Lenders agree to amend certain provisions of the Credit Agreement. The Required Lenders are willing to amend the Credit
Agreement pursuant to the terms and subject to the conditions set forth herein.

C.  Each
capitalized term used and not otherwise defined herein shall have the meaning assigned to such term in the Credit Agreement.

Accordingly,
in consideration of the mutual agreements herein contained and other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the
parties hereto agree as follows:

SECTION
1.Amendments.

(a) Section 1.01
of the Credit Agreement is hereby amended as follows:



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|
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|Category 1Equal to or greater than 4.5 to 1.0                          | 
|                                                                       | 
|Category 2Equal to or greater than 4.0 to 1.0 but less than 4.5 to 1.0 | 
|                                                                       | 
|Category 3Equal to or greater than 3.5 to 1.0 but less than 4.0 to 1.0 | 
|                                                                       | 
|Category 4Equal to or greater than 3.0 to 1.0 but less than 3.5 to 1.0 | 
|                                                                       | 
|Category 5Less than 3.0 to 1.0                                         | 
|                                                                       | 



(b) Section 2.13(d)
of the Credit Agreement is hereby amended by replacing therein the term "50%" with the term "75%".

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(c) Section 5.04(c) of the Credit Agreement is hereby amended by (i) deleting the words "Sections 6.10, 6.11 and 6.12" at the end thereof and substituting
therefor the words "Sections 6.10, 6.11, 6.12 and 6.14" and (ii) by inserting the words "as of the date or for the period being reported on" before the semi-colon at the end
thereof.

(d) Section 6.01(l)
of the Credit Agreement is hereby amended and restated in its entirety to read as follows:



(e) Section 6.03
of the Credit Agreement is hereby amended by deleting the word "Enter" at the beginning of such section and in lieu thereof inserting the words
"Other than with respect to Jeffboat Sale and Leaseback Transactions or Repayment Transactions, enter" at the beginning of such section. Section 6.03 of the Credit Agreement is hereby amended
by inserting the following sentence at the end thereof: "Notwithstanding the foregoing, any Repayment Transaction which is of the type described in the preceding sentence shall comply with the
provisions of Section 6.14."

(f)  Section 6.04(n)
of the Credit Agreement is hereby amended and restated in its entirety to read as follows:



(g) Section 6.10
of the Credit Agreement is hereby amended and restated in its entirety to read as follows:



Year

Amount1999

$
90,000,0002000


60,000,0002001 and thereafter


35,000,000
;


provided further, howeverthat the aggregate amount of Consolidated Capital Expenditures made by the Borrower and the Subsidiaries, taken as a whole,
during any quarter for the fiscal years ended December 28, 2001, December 27, 2002, and December 26, 2003 shall not exceed $14,000,000."

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(h) Section 6.11 of the Credit Agreement is hereby amended and restated in its entirety to read as follows:



Period

RatioJune 26, 1998 through and including September 30, 2000

5.50 to 1.00October 1, 2000 through and including December 31, 2000

5.75 to 1.00January 1, 2001 through and including June 28, 2001

7.35 to 1.00June 29, 2001 through and including September 27, 2001

6.50 to 1.00September 28, 2001 through and including December 27, 2001

6.25 to 1.00December 28, 2001 through and including December 31, 2001

5.75 to 1.00January 1, 2002 through and including September 30, 2002

4.50 to 1.00Thereafter

4.00 to 1.00
."


(i)  Section 6.12
of the Credit Agreement is hereby amended and restated in its entirety to read as follows:



Period

RatioOctober 1, 2000 through and including December 31, 2000

1.50 to 1.00January 1, 2001 through and including March 31, 2001

1.40 to 1.00April 1, 2001 through and including December 31, 2001

1.50 to 1.00January 1, 2002 through and including September 30, 2002

2.25 to 1.00Thereafter

2.50 to 1.00
".


(j)  Article VI
of the Credit Agreement is hereby amended by inserting the following new sections at the end thereof:



Period

RatioOctober 1, 2000 through and including December 31, 2000

6.75 to 1.00January 1, 2001 through and including June 28, 2001

7.75 to 1.00June 29, 2001 through and including September 27, 2001

7.00 to 1.00September 28, 2001 through and including December 27, 2001

6.75 to 1.00December 28, 2001 through and including December 31, 2001

6.50 to 1.00January 1, 2002 through and including December 31, 2002

5.50 to 1.00Thereafter

5.00 to 1.00
."


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(k) Section 9.04(b)
of the Credit Agreement is hereby amended by amending and restating clause (i)(y) therein in its entirety to read as follows:



SECTION
2.Waiver.The Required Lenders hereby waive compliance by Holdings and the Borrower with the
covenants set forth in Sections 6.11 and 6.12, in each case at, or for the period ended on, December 29, 2000.

SECTION
3.Agreements.

(a)Limitation on Revolving Credit Exposure.The Borrower hereby agrees that, notwithstanding the
provisions of Section 2.01 of the Credit Agreement, unless otherwise agreed to in writing by Lenders holding a majority in interest of the outstanding Revolving Credit Commitments, until
October 30, 2001, the Borrower shall not be entitled to request any Revolving Loan or the issuance of any Letter of Credit, and the Lenders and the Issuing Bank shall not be obligated to make
any such Loan or issue any Letter of Credit, in each case if after giving effect to such Loan or the issuance of such Letter of Credit the Revolving Credit Exposure would exceed $92,360,000. The
foregoing agreement shall not be construed as a reduction of the Revolving Credit Commitments for any other purpose of the Credit Agreement.

(b)Repayment of Loans.The Borrower hereby agrees that, on or before October 30, 2001, unless
otherwise agreed to in writing by the Required Lenders, the Borrower shall, primarily with the proceeds of sales of assets and in no case with Revolving Loans, repay Term Loans in an aggregate
principal amount of not less than $40,000,000 (such repayments, collectively, the "Repayment Transactions"). The Required Lenders hereby waive
compliance by Holdings and the Borrower through October 30, 2001 with the limitation set forth in Section 6.05(b)(iii)(i) to the extent (but only to the extent) necessary to
permit such Repayment Transactions,providedthat in no case shall the fair market value (as determined in good faith by the Borrower's board of
directors or analogous body) of all assets sold, transferred, leased or disposed of from the date hereof through December 31, 2001 exceed $65,000,000. Any such proceeds of Repayment
Transactions in excess of $20,000,000 shall not be considered in calculating the $100,000,000 limitation set forth in Section 6.05(b)(iii)(ii).

(c)Financial Reporting.The Borrower agrees that within 30 days after the end of each of the
first two months of each fiscal quarter, the Borrower will furnish to the Administrative Agent and each Lender its consolidated balance sheet and related statements of operations and cash flows
showing the financial condition of the Borrower and its consolidated Subsidiaries as of the close of such fiscal month and the results of its operations and the operations of such Subsidiaries during
such fiscal month and the then-elapsed portion of such fiscal year, all certified by one of its Financial Officers as fairly presenting in all material respects the financial condition and
results of operations of the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments.

(d)Additional Interest Payment.On the Amendment Effective Date (as defined below), the Borrower shall
pay to the Lenders, through the Administrative Agent, additional interest (the "Additional Interest") in an amount equal to the amount of additional
interest on the Loans that would have been payable from and including December 29, 2000, had this Amendment been in effect on such date.

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(e)Financial Consulting Agreement.The Borrower agrees that Policano & Manzo L.L.C., or any
other recognized consulting firm acceptable to the Required Lenders in their reasonable discretion (any such firm, the "Consultant"), will be engaged on
behalf of the Lenders (but at the expense of the Borrower) and permitted by the Borrower to conduct a business audit of the Borrower and assist the Borrower with monitoring (including
on-site monitoring, if determined necessary by the Consultant) of its cash flow reporting, forecasting and related assumptions.

(f)Appraisal.The Borrower agrees that Merrill Marine Services Inc. will be engaged on behalf
of the Lenders (but at the expense of the Borrower) and permitted by the Borrower to conduct and complete an appraisal of the Borrower's marine equipment fleet.

SECTION
4.Representations and Warranties.

The
Borrower and Holdings each represents and warrants to the Administrative Agent and the Lenders that:



SECTION
5.Amendment Fee.

In
consideration of the agreements of the Lenders contained herein, the Borrower agrees to pay to each Lender, through the Administrative Agent, an amendment fee (the
"Amendment Fee") equal to 0.375% of the sum of (a) the outstanding Term Loans of such Lender and (b) the Revolving Credit Commitment
(whether used or unused) of such Lender,providedthat such Lender approves this Amendment and returns to the Administrative Agent or its counsel an
executed signature page hereto no later than 5:00 p.m., New York City time, on March 23, 2001. The Amendment Fee shall be payable in immediately available funds on the Amendment
Effective Date (as defined below). Once paid, the Amendment Fee shall not be refundable.

SECTION
6.Effectiveness.

(a) This
Amendment shall become effective as of the date set forth above on the date (the "Amendment Effective Date")
that (a) the representations and warranties set forth in Section 4 of this Amendment shall be true and correct, (b) the Administrative Agent or its counsel shall have received
counterparts of this Amendment which, when taken together, bear the signatures of each of Holdings, the Borrower, the Subsidiary Guarantors and the Required Lenders, (c) the Administrative
Agent shall have received the Amendment Fee and the Additional Interest, (d) the Borrower shall have entered into the financial consulting agreement referred to in Section 3(e) and
(e) the Borrower shall have entered into the appraisal agreement referred to in Section 3(f).

(b) In
addition, if the Borrower shall not have delivered within 90 days after the end of fiscal year 2000, the audited financial statements as of the close of
fiscal year 2000 required to be delivered under Section 5.04(a) of the Credit Agreement, together with the opinion of PricewaterhouseCoopers thereon

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required to be delivered therewith in accordance with such Section (which opinion shall not be qualified in any material respect, including as to going concern or similar qualification), then the
amendments and waivers referred to in Sections 1(h), 1(i) and 2 hereof shall cease to be of any force and effect and an immediate Event of Default shall occur as a result thereof.

SECTION
7.Effect of Amendment.

Except
as expressly set forth herein, this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of, or otherwise affect the rights and remedies of the
Lenders, the Issuing Bank, the Collateral Agent, the Security Trustee or the Administrative Agent under the Credit Agreement or any other Loan Document, and shall not alter, modify, amend or in any
way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or
any other Loan Document, all of which are ratified and affirmed in all respects and shall continue in full force and effect. Nothing herein shall be deemed to entitle the Borrower to a consent to, or
a waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document in similar or
different circumstances. This Amendment shall apply and be effective only with respect to the provisions of the Credit Agreement specifically referred to herein. This Amendment shall constitute a
"Loan Document" for all purposes of the Credit Agreement and the other Loan Documents.

SECTION
8.Counterparts.

This
Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed an
original, but all such counterparts together shall constitute but one and the same instrument. Delivery of any executed counterpart of a signature page of this Amendment by facsimile transmission
shall be as effective as delivery of a manually executed counterpart hereof.

SECTION
9.Applicable Law.

THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.

SECTION
10.Headings.

The
headings of this Amendment are for purposes of reference only and shall not limit or otherwise affect the meaning hereof.

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective authorized officers as of the day and year first above written.

| |  | AMERICAN COMMERCIAL LINES LLC,                                                                                          
| |  | ------------------------------------------------------------------------------------------------------------------------
| |  | By                                                                                                                      
| |  |                                                                                                                         
| |  | Name:                                                                                                                   
| |  | Title:                                                                                                                  
| |  | AMERICAN COMMERCIAL LINES HOLDINGS LLC,                                                                                 
| |  | By                                                                                                                      
| |  |                                                                                                                         
| |  | Name:                                                                                                                   
| |  | Title:                                                                                                                  
| |  | THE CHASE MANHATTAN BANK, individually and as Administrative Agent, Collateral Agent, Issuing Bank and Security Trustee,
| |  | By                                                                                                                      
| |  |                                                                                                                         
| |  | Name:                                                                                                                   
| |  | Title:                                                                                                                  

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Each of the Subsidiary Guarantors hereby acknowledges receipt of and consents to this Amendment:

ACL
CAPITAL CORP.
AMERICAN COMMERCIAL BARGE LINE LLC
AMERICAN COMMERCIAL LINES INTERNATIONAL LLC
AMERICAN COMMERCIAL MARINE SERVICE LLC
JEFFBOAT LLC
AMERICAN COMMERCIAL TERMINALS LLC
AMERICAN COMMERCIAL TERMINALS-MEMPHIS LLC
LOUISIANA DOCK COMPANY LLC
HOUSTON FLEET LLC
LEMONT FLEETING & HARBOR SERVICE LLC
TIGER SHIPYARD LLC
WILKINSON POINT LLC
ORINOCO TASA LLC
ORINOCO TASV LLC
BREEN TAS LLC
BULLARD TAS LLC
SHELTON TAS LLC

|by |  |                                  
|-- |  | ---------------------------------
|   |  |                                  
|   |  | Name:
Title: Authorized Signatory

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SIGNATURE PAGE to
AMENDMENT No. 5 AND AGREEMENT
dated as of December 29, 2000, to AMERICAN
COMMERCIAL LINES CREDIT AGREEMENT

To
approve Amendment No. 5 and Agreement:

Name of Institution:byName:
Title:


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