EXHIBIT 10.15

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 informed the Administrative Agent that it intends to enter into the Receivables Program (as defined herein) and has requested that the Required
Lenders agree to amend the Credit Agreement as provided herein to permit the transactions contemplated thereby.

C.  The
Borrower and American Commercial Barge Line LLC ("ACBL") became parties to a leveraged lease
transaction on June 30, 1998, through an assignment and assumption of a charter and loan agreement between National Marine Inc. ("NMI"),
Wilmington Trust Company and ING Lease Structured Finance B.V. ("ING") for two towboats. ACBL chartered the vessels pursuant to a Bareboat Charter Party
dated as of September 30, 1992, between Wilmington Trust Company, in its capacity as owner trustee under a Trust Agreement (the "Owner Trust")
between it and KeyCorp Leasing Ltd. ("KeyCorp"), and ACBL (as successor to NMI). The leveraged lease transaction included a Loan Agreement dated
as of September 30, 1992 (the "Loan Agreement"), among NMI, as Charterer (which Charter was later assigned to ACBL), Vectura Group, Inc.,
as Guarantor (which Guaranty was later assigned to the Borrower), Wilmington Trust Company, as Shipowner, KeyCorp, as Beneficiary, and ING, as Loan Participant (all as defined in the Loan Agreement).
In order to take advantage of tax
depreciation and a tax deduction, the Borrower purchased KeyCorp's beneficial interest in the Owner Trust for $4,100,000 and assumed the ING debt of approximately $5,700,000. The Borrower's purchase
of the KeyCorp Owner Trust is a Permitted Investment. By virtue of these transactions, the Owner Trust may be classified as a Subsidiary under the Credit Agreement. The Borrower has requested that the
Required Lenders agree to waive certain requirements of the Credit Agreement to the extent necessary to allow the Owner Trust to avoid becoming a party to the Security Documents and having its stock
pledged to secure the Obligations.

D.  The
Required Lenders are willing to amend the Credit Agreement and grant the requested waiver pursuant to the terms and subject to the conditions set forth herein.

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

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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 to Credit Agreement.

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



(b) Section 2.13(b)
of the Credit Agreement is hereby amended by inserting the following sentence at the end of such subsection:



(c) Section 5.10
of the Credit Agreement is hereby amended by inserting the words "(other than ACL Funding)" following the first occurrence of the words
"Domestic Subsidiary" in the second sentence thereof.

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



(e) Section 6.02
of the Credit Agreement is hereby amended as follows:



(f)  Section 6.05(a)
of the Credit Agreement is hereby amended as follows:



(g) Section 6.06(b)
of the Credit Agreement is hereby amended by inserting prior to the period at the end of such subsection the words ", or, in the case of ACL
Funding, to encumbrances or restrictions existing pursuant to the Receivables Program Documentation".

(h) Section 6.08
of the Credit Agreement is hereby amended as follows:



(i)  Article VIII
of the Credit Agreement is hereby amended by inserting the words "and the Program Receivables" after the word "Collateral" in the last sentence
of the first paragraph of such Article VIII.

SECTION
2.Waiver.The Required Lenders hereby waive compliance by the Borrower with the provisions of
Section 5.10 of the Credit Agreement to the extent (but only to the extent) that it requires the Owner Trust to become party to the Security Documents and to have its stock pledged to secure
the Obligations.

SECTION
3.Representations and Warranties.

Each
of Holdings and the Borrower represents and warrants to each other party hereto that, after giving effect to this Amendment and Waiver, (a) the representations and
warranties set forth in

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Article III of the Credit Agreement are true and correct in all material respects on and as of the date of this Amendment and Waiver, except to the extent such representations and warranties
expressly relate to an earlier date, and (b) no Default or Event of Default has occurred and is continuing.

SECTION
4.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 0.05% 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 Waiver and returns an executed signature page no later
than December 23, 1999. The Amendment Fee shall be payable in immediately available funds on the Amendment Effective Date. Once paid, the Amendment Fee shall not be refundable.

SECTION
5.Effectiveness.

This
Amendment and Waiver shall become effective as of the date set forth above on the date (the "Amendment and Waiver Effective Date")
that (a) the Administrative Agent shall have received the Amendment Fee and (b) the Administrative Agent or its counsel shall have received counterparts of this Amendment and Waiver
which, when taken together, bear the signatures of each of Holdings, the Borrower, the Subsidiary Guarantors and the Required Lenders.

SECTION
6.Effect of Amendment and Waiver.

Except
as expressly set forth herein, this Amendment and Waiver shall not by implication or otherwise limit, impair, constitute a waiver of, or otherwise affect the rights and
remedies of the Lenders, any Issuing Bank, the Collateral Agent 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 and Waiver shall apply and be effective only
with respect to the provisions of the Credit Agreement specifically referred to herein.

SECTION
7.Counterparts.

This
Amendment and Waiver 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 and Waiver by
facsimile transmission shall be as effective as delivery of a manually executed counterpart hereof.

SECTION
8.Applicable Law.

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

SECTION
9.Headings.

The
headings of this Amendment and Waiver 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 and Waiver 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 and Waiver:

ACL
CAPITAL CORP.
AMERICAN COMMERCIAL BARGE LINE LLC
AMERICAN COMMERCIAL LINES INTERNATIONAL LLC
WATERWAY COMMUNICATIONS SYSTEM 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 AND WAIVER NO. 2
to AMERICAN COMMERCIAL
LINES CREDIT AGREEMENT

To approve Amendment and Waiver No. 2:

|Name of Institution: |  |              |  | 
|-------------------- |  | ------------ |  | 
|                     |  |             
|                     |  | by           |  | 
|                     |  |             
|                     |  | Name:
Title: |  | 

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