EX-10.1






Exhibit 10.1




AMENDMENT NO. 6 TO CREDIT AGREEMENT




     This AMENDMENT NO. 6 TO CREDIT AGREEMENT (this “Amendment”), dated as of February 20,
2009, is entered into by and among (1) AMERICAN COMMERCIAL LINES LLC, a Delaware limited liability
company, JEFFBOAT LLC, a Delaware limited liability company, and ACL TRANSPORTATION SERVICES LLC, a
Delaware limited liability company (formerly known as Louisiana Dock Company LLC) (each a
“Borrower” and collectively, the “Borrowers”); (2) the Lenders (as defined in the
Credit Agreement referred to below); and (3) WELLS FARGO BANK, NATIONAL ASSOCIATION, as
Administrative Agent, Security Trustee, L/C Issuer and Swing Line Lender, with respect to the
following:



     A. The Borrowers, the Administrative Agent and the Lenders have previously entered into that
certain Credit Agreement dated as of April 27, 2007 (as amended prior to the date hereof, the
“Existing Credit Agreement” and as the same may be further amended, restated, supplemented
or otherwise modified and in effect from time to time, including, but not limited to, by this
Amendment, the “Credit Agreement”). Capitalized terms are used in this Amendment as
defined in the Credit Agreement, unless otherwise defined herein.



     B. The Borrowers have requested certain amendments to the Existing Credit Agreement as set
forth below.



     C. The Administrative Agent and the Lenders are willing to grant such requests on the terms
and subject to the conditions set forth in this Amendment.



          NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto hereby agree as follows:



          1. Effectiveness. The effectiveness of the provisions of Section 2 of this
Amendment is subject to the satisfaction of the conditions further described in Section 3
of this Amendment.



          2. Amendments.



               (a) Acquired Person. On the terms and subject to the conditions of this Amendment,
the definition of Acquired Person in Section 1.01 of the Existing Credit Agreement is hereby
amended and restated in its entirety as follows:




     “Acquired Person” shall mean a Person or the assets of a Person or all
or substantially all of the assets of a Person or identifiable business unit or
division of a Person that is the subject of a Permitted Acquisition after the
Closing Date.



               (b) Adjusted EBITDA. On the terms and subject to the conditions of this Amendment,
the definition of Adjusted EBITDA in Section 1.01 of the Existing Credit Agreement is hereby
amended by deleting “, Permitted Acquisition or other acquisition approved by the Required Lenders”
and substituting “or Permitted Acquisition” in lieu thereof.



               (c) Applicable Margin/Commitment Fee Percentage/Pricing Grid.



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                    (i) Applicable Margin. On the terms and subject to the conditions of this Amendment,
the definition of Applicable Margin in Section 1.01 of the Existing Credit Agreement is hereby
amended and restated in its entirety as follows:




     “Applicable Margin” shall mean, with respect to:




     (i) each LIBOR Loan (and with respect to the calculation of Letter of Credit
fees pursuant to Section 2.02(i)),




	 	(A)	 	from February 20, 2009 to and
including August 19, 2009, 5.50% per annum,
	 
	 	(B)	 	from August 20, 2009 to and
including February 19, 2010, 6.00% per annum,
	 
	 	(C)	 	from February 20, 2010 to and
including August 19, 2010, 6.50% per annum,
	 
	 	(D)	 	from August 20, 2010 to and
including February 19, 2011, 7.00% per annum,
	 
	 	(E)	 	from and after February 20, 2011,
7.50% per annum, and






     (ii) each Base Rate Loan and any amount bearing interest based on the Base
Rate,




	 	(A)	 	from February 20, 2009 to and
including August 19, 2009, 4.50% per annum,
	 
	 	(B)	 	from August 20, 2009 to and
including February 19, 2010, 5.00% per annum,
	 
	 	(C)	 	from February 20, 2010 to and
including August 19, 2010, 5.50% per annum,
	 
	 	(D)	 	from August 20, 2010 to and
including February 19, 2011, 6.00% per annum,
	 
	 	(E)	 	from and after February 20, 2011,
6.50% per annum.





                    (ii) Commitment Fee Percentage. On the terms and subject to the conditions of this
Amendment, the definition of Commitment Fee Percentage in Section 1.01 of the Existing Credit
Agreement is hereby amended and restated in its entirety as follows:




     “Commitment Fee Percentage” shall mean, with respect to the Revolving
Loan Commitments at any time, 0.75% per annum.



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                    (iii) Pricing Grid. On the terms and subject to the conditions of this Amendment, the
definition of Pricing Grid in Section 1.01 of the Existing Credit Agreement is hereby deleted.



                    (iv) For the avoidance of doubt, all accrued and unpaid interest, Letter of Credit fees and
Commitment Fees outstanding prior to the Amendment Effective Date shall be calculated in accordance
with the Existing Credit Agreement as in effect prior to the Amendment Effective Date for the
period ending immediately prior to the Amendment Effective Date. On the terms and subject to the
conditions of this Amendment, on the Amendment Effective Date, the existing $200,000,000 LIBOR Loan
with an Interest Period ending on March 5, 2009 shall bear interest based on the updated Applicable
Margin as set forth above and shall be reallocated among the Lenders based on the updated Revolving
Loan Commitments set forth on Schedule I attached hereto and the Lenders hereby waive any
notice requirements or amounts payable under Section 2.13 of the Credit Agreement applicable to
such reallocation on the Amendment Effective Date.



               (d) Base Rate. On the terms and subject to the conditions of this Amendment, the
definition of Base Rate in Section 1.01 of the Existing Credit Agreement is hereby amended and
restated in its entirety as follows:




     “Base Rate” shall mean, on any day, the greatest of (a) the Prime Rate
in effect on such day, (b) the Federal Funds Rate for the prior Business Day
plus one and one-half percent (1.50%), (c) the One Month LIBOR Rate for such
day (determined on a daily basis as set forth below) plus one and one-half
percent (1.50%) and (d) five percent (5.00%). As used in this definition, “One
Month LIBOR Rate” shall mean, with respect to any interest rate calculation for
a Loan or other Obligation bearing interest at the Base Rate, a rate per annum equal
to the quotient (rounded upward if necessary to the nearest 1/16 of one percent) of
(a) the rate per annum referred to as the BBA (British Bankers Association) LIBOR
RATE as reported on Reuters LIBOR page 1, or if not reported by Reuters, as reported
by any other generally recognized financial information service selected by the
Administrative Agent, on the applicable day (provided that if such day is not a
Business Day for which a LIBOR Rate is quoted, the next preceding Business Day for
which a LIBOR Rate is quoted) at or about 11:00 a.m., London time (or as soon
thereafter as practicable), for Dollar deposits being delivered in the London
interbank eurodollar currency market for a term of one month commencing on such date
of determination, divided by (b) one minus the Reserve Requirement in effect
on such day. If for any reason rates are not available as provided in clause (a) of
the preceding sentence, the rate to be used in clause (a) shall be, at the
Administrative Agent’s reasonable discretion (in each case, rounded upward if
necessary to the nearest 1/16 of one percent), (i) the rate per annum at which
Dollar deposits are offered to the Administrative Agent in the London interbank
eurodollar currency market or (ii) the rate at which Dollar deposits are offered to
the Administrative Agent in, or by the Administrative Agent to major banks in, any
offshore interbank eurodollar market selected by the Administrative Agent, in each
case on the applicable day (provided that if such day is not a Business Day for
which Dollar deposits are offered to the



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Administrative Agent in the London or such offshore interbank eurodollar
currency market, the next preceding Business Day for which Dollar deposits are
offered to the Administrative Agent in the London or such offshore interbank
eurodollar currency market) at or about 11:00 a.m., London time (or as soon
thereafter as practicable) (for delivery on such date of determination) for a one
month term and in an amount approximately equal to the amount of such Loan or
Obligation.



               (e) Confidential Information. On the terms and subject to the conditions of this
Amendment, the definition of Confidential Information in Section 1.01 of the Existing Credit
Agreement is hereby amended by deleting the phrase “and financial statements and information
provided pursuant to Section 5.02(d)(ii)(E)” therefrom.



               (f) Credit Documents. On the terms and subject to the conditions of this Amendment,
the definition of Credit Documents in Section 1.01 of the Existing Credit Agreement is hereby
amended by adding “all documents for Lender Bank Products” after the phrase “the Administrative
Agent’s Fee Letter,” and before the phrase “all other documents.”



               (g) Distributions. On the terms and subject to the conditions of this Amendment, the
definition of Distributions in Section 1.01 of the Existing Credit Agreement is hereby amended by
deleting “solely in membership interests or shares of common stock” and substituting “solely in
Equity Securities” in lieu thereof.



               (h) Indebtedness. On the terms and subject to the conditions of this Amendment,
clauses (f) and (g) in the definition of Indebtedness in Section 1.01 of the Existing Credit
Agreement are hereby amended and restated in their entirety as follows:



               “(f) All net obligations of such Person, contingent or otherwise, under or with respect to
Rate Contracts on a marked to market basis (without giving effect to any cash collateral securing
such obligations) minus the amount of cash collateral specifically securing any such
obligations to the extent permitted by Section 5.02(b)(xx);



               (g) Intentionally Omitted;”



               (i) LIBOR Rate. On the terms and subject to the conditions of this Amendment, the
definition of LIBOR Rate in Section 1.01 of the Existing Credit Agreement is hereby amended by
deleting “(a) the rate per annum appearing on the Telerate Page 3750 (or such other display screen
as may replace Page 3750 on Telerate Access Service or any successor publication)” and substituting
“(a) the greater of (1) 3.0% per annum and (2) the rate per annum referred to as the BBA (British
Bankers Association) LIBOR RATE as reported on Reuters LIBOR page 1, or if not reported by Reuters,
as reported by any other generally recognized financial information service selected by the
Administrative Agent,” in lieu thereof.



               (j) Maturity Date. On the terms and subject to the conditions of this Amendment, the
definition of Maturity Date in Section 1.01 of the Existing Credit Agreement is hereby amended and
restated in its entirety as follows:



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               “Maturity Date” shall mean March 31, 2011.



               (k) Net Proceeds. On the terms and subject to the conditions of this Amendment,
clause (a) of the definition of Net Proceeds in Section 1.01 of the Existing Credit Agreement is
hereby amended by adding “reserves for taxes established in good faith by such Person until any
unused reserves are no longer maintained in connection with such sale,” after the phrase “Affiliate
of such Person,” and before the phrase “the reasonable legal expenses.”



               (l) Permitted Acquisition. On the terms and subject to the conditions of this
Amendment, the definition of Permitted Acquisition in Section 1.01 of the Existing Credit Agreement
is hereby amended and restated in its entirety as follows:



               “Permitted Acquisition” shall mean:




     (a) any acquisition that was consummated prior to December 31, 2008 and was
permitted under Section 5.02(d)(ii) of this Agreement as in effect at the
time such acquisition was consummated,




     (b) any acquisition described in this clause (b) that is expressly permitted
after February 20, 2009 with the prior written consent of all the Lenders (which
consent may be withheld for any reason or no reason in the sole and absolute
discretion of all the Lenders) in the case of any acquisition where (I) the
consideration paid or payable in cash by the Loan Parties in connection with such
acquisition, when taken together with the consideration paid or payable in cash by
the Loan Parties in connection with each other Permitted Acquisition consummated
since February 20, 2009, exceeds $5,000,000 in the aggregate or (II) (x) any
consideration in connection with such acquisition is paid or payable by the Loan
Parties in property other than cash and (y) any Indebtedness is or will be assumed
by one or more of the Loan Parties by contract, operation of law or otherwise in
order to consummate such acquisition,




     (c) any other acquisition that is expressly permitted after February 20, 2009
with the prior written consent of the Required Lenders (which consent may be
withheld for any reason or no reason in the sole and absolute discretion of the
Required Lenders);




provided that in the case of an acquisition described in clause (b) or (c)
the following conditions must also be satisfied:




(A) all conditions set forth in any such prior written consent;




(B) the property acquired (or the property of the target) in such acquisition is
ancillary to, reasonably related to, or used or useful in, the same or a similar
line of business as the Borrowers and their Subsidiaries;




(C) as of the date any such acquisition is consummated the Loan Parties shall have
taken or agreed to take within a commercially reasonable period all requisite
actions such that the Administrative Agent and the Security Trustee (as



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applicable) shall hold a perfected, first priority security interest in and lien on
all of the assets acquired by a Borrower or a Guarantor in such transaction
(including but not limited to the assets of the target of such acquisition, subject
only to Permitted Liens and, if the target of such acquisition survives such
transaction as a separate Subsidiary, any Equity Securities in such target to the
extent required by Section 5.01(i)); and




(D) if the target of such acquisition remains a separate Subsidiary, all action
required of the Loan Parties under Section 5.01(i) shall be completed
substantially concurrently with the consummation of such acquisition or, if
requested by the Administrative Agent, such target (and any Subsidiary of such
target acquired as part of the acquisition) shall be a party to the Credit Documents
as a borrower substantially concurrently with the consummation of such acquisition
pursuant to documentation in form and substance satisfactory to the Administrative
Agent.



               (m) Proposed Target. On the terms and subject to the conditions of this Amendment,
the definition of Proposed Target in Section 1.01 of the Existing Credit Agreement is hereby
deleted.



               (n) Relevant Sale. On the terms and subject to the conditions of this Amendment, the
definition of Relevant Sale in Section 1.01 of the Existing Credit Agreement is hereby deleted.



               (o) Reserve Requirement. On the terms and subject to the conditions of this
Amendment, the definition of Reserve Requirement in Section 1.01 of the Existing Credit Agreement
is hereby amended and restated in its entirety as follows:




     “Reserve Requirement” shall mean, with respect to any day in an
Interest Period for a LIBOR Loan and any calculation of the One Month LIBOR Rate,
the aggregate of the maximum of the reserve requirement rates (expressed as a
decimal) in effect on such day for eurocurrency funding (currently referred to as
“Eurocurrency liabilities” in Regulation D of the Federal Reserve Board) maintained
by a member bank of the Federal Reserve System. As used herein, the term “reserve
requirement” shall include, without limitation, any basic, supplemental or emergency
reserve requirements imposed on any Lender by any Governmental Authority.



               (p) Total Revolving Loan Commitment; Schedule I.



                    (i) On the terms and subject to the conditions of this Amendment, the definition of Total
Revolving Loan Commitment in Section 1.01 of the Existing Credit Agreement is hereby amended and
restated in its entirety as follows:




     “Total Revolving Loan Commitment” shall mean, at any time, Four Hundred Seventy
Five Million Dollars ($475,000,000) or, if such amount is reduced pursuant to Section
2.04(a) or (b), the amount to which so reduced and in effect at such time.



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                    (ii) On the terms and subject to the conditions of this Amendment, Part A of Schedule I to the
Existing Credit Agreement is hereby amended and restated in its entirety as set forth on
Attachment I attached hereto.


               (q) Deletion of 2 Month Interest Period/Additional Language. On the terms and subject
to the conditions of this Amendment, Section 2.01(f)(i) of the Existing Credit Agreement is hereby
amended by deleting “two (2),” therefrom. On the terms and subject to the conditions of this
Amendment, Section 2.01(f)(i) of the Existing Credit Agreement is hereby amended by adding a new
sentence at the end thereof as follows:


     “No LIBOR Loan shall be made or continued and no Base Rate Loan shall be
converted to a LIBOR Loan which would cause the sum of (i) the aggregate amount of
all LIBOR Loans having Interest Periods ending after any date the Total Revolving
Loan Commitment is scheduled to be reduced pursuant to Section 2.04(b)(i)(A) or
(B) and (ii) the undrawn amount of Letters of Credit expiring after such
scheduled reduction date to be in excess of the amount of the Total Revolving Loan
Commitment, as scheduled to be reduced pursuant to Section 2.04(b)(i)(A) or
(B) on that scheduled reduction date.”


               (r) Mandatory Reduction of Commitments/Section 2.04(b)(i). On the terms and subject
to the conditions of this Amendment, Section 2.04(b)(i) of the Existing Credit Agreement is hereby
amended and restated in its entirety as follows:


     “(i) The Total Revolving Loan Commitment shall be automatically and permanently
reduced by an amount equal to the maximum amount that would be required to be
applied as a mandatory prepayment of the Swing Line Loans and the Revolving Loans
and Cash Collateralize the Obligations pursuant to Section 2.06(c)(iii) or
Section 2.06(c)(iv)(B) if the Effective Amount of such Loans was then equal
to the amount of the Total Revolving Loan Commitment (but without regard to the
actual usage of the Total Revolving Loan Commitment), such reduction to be effective
on the date of the required prepayment. Upon written request of the Required
Lenders to the Administrative Agent, the Total Revolving Loan Commitment shall be
permanently reduced by an amount equal to the maximum amount that would be required
to be applied as a mandatory prepayment of the Swing Line Loans and the Revolving
Loans and Cash Collateralize the Obligations pursuant to
Section 2.06(c)(iv)(A) or Section 2.06(c)(v) or Section
2.06(d) if the Effective Amount of such Loans was then equal to the amount of
the Total Revolving Loan Commitment (but without regard to the actual usage of the
Total Revolving Loan Commitment), such reduction to be effective on the Business Day
following the Business Day on which the Administrative Agent receives such written
request from the Required Lenders. In addition, the Total Revolving Loan Commitment
shall be automatically and permanently reduced:


     (A) on December 31, 2009 by an amount equal to the greater of:


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     (x) the excess, if any, of $25,000,000 over an amount equal to 50% of
the aggregate amount of all mandatory reductions in the Total Revolving Loan
Commitment effected after February 20, 2009 and on or prior to December 31,
2009 pursuant to the first sentence of this Section 2.04(b)(i) as a
result of a sale or other disposition described in
Section 2.06(c)(iii), and




     (y) zero, and




     (B) on December 31, 2010 by an amount equal to the greater of;




     (x) (I) the excess, if any, of $50,000,000 over an amount equal to 50%
of the aggregate amount of all mandatory reductions in the Total Revolving
Loan Commitment effected after December 31, 2009 and on or prior to December
31, 2010 pursuant to the first sentence of this Section 2.04(b)(i)
as a result of a sale or other disposition described in
Section 2.06(c)(iii) minus (II)  the excess, if any, of an
amount equal to 50% of the aggregate amount of all mandatory reductions in
the Total Revolving Loan Commitment effected after February 20, 2009 and on
or prior to December 31, 2009 pursuant to the first sentence of this
Section 2.04(b)(i) as a result of a sale or other disposition
described in Section 2.06(c)(iii) over $25,000,000, and




          (y) zero.




          For the avoidance of doubt, after giving effect to all of the foregoing
reductions, the Total Revolving Loan Commitment shall not exceed (a) $450,000,000.00
as of December 31, 2009, and (b) $400,000,000.00 as of December 31, 2010.”



               (s) Effect of Revolving Loan Commitment Adjustments/Section 2.04(c). On the terms and
subject to the conditions of this Amendment, Section 2.04(c) of the Existing Credit Agreement is
hereby amended by deleting “Section 2.04(a)” and substituting “Section 2.04” in
lieu thereof.



               (t) Mandatory Prepayments/Section 2.06(c)(iii). On the terms and subject to the
conditions of this Amendment, Section 2.06(c)(iii) of the Existing Credit Agreement is hereby
amended and restated in its entirety as follows:




     “(iii) If, at any time after the Closing Date, any Loan Party sells or
otherwise disposes of any assets (other than sales permitted under
Section 5.02(c)(i)-(v)), the Borrowers shall, immediately after the
completion of each sale or other disposition, prepay the Obligations in the manner
set forth in Section 2.06(d), in each case, in an aggregate principal amount
equal to the Net Proceeds from any sale or disposition; provided that so
long as the cash portion of the consideration for any such disposed assets is not
less than 95% of all consideration for such disposed assets only the cash portion of
such Net Proceeds at the time of sale will be counted for purposes of any prepayment
required under



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this sentence and the remaining consideration shall be counted when received as
cash; otherwise 100% of all Net Proceeds (cash and non-cash) shall be counted.”



               (u) Mandatory Prepayments/Section 2.06(c)(iv). On the terms and subject to the
conditions of this Amendment, Section 2.06(c)(iv) of the Existing Credit Agreement is hereby
amended and restated in its entirety as follows:




     “(iv) (A)  If, at any time after the Closing Date, any Loan Party issues or
incurs any Indebtedness for borrowed money, including Indebtedness evidenced by
notes, bonds, debentures or other similar instruments but excluding Permitted
Indebtedness, the Borrowers shall, immediately after such issuance or incurrence,
prepay the outstanding Obligations in the manner set forth in Section
2.06(d), in each case, in an aggregate principal amount equal to one hundred
percent (100%) of the Net Proceeds of such Indebtedness.




          (B)  If, at any time after the Closing Date, any Loan Party issues or incurs
any Indebtedness under Section 5.02(a)(x), including Indebtedness evidenced
by notes, bonds, debentures or other similar instruments, the Borrowers shall,
immediately after such issuance or incurrence, prepay the outstanding Obligations in
the manner set forth in Section 2.06(d), in each case, in an aggregate
principal amount equal to the greater of (x) one hundred percent (100%) of the Net
Proceeds of such Indebtedness and (y) ninety eight percent (98%) of the principal
amount of such Indebtedness.”



               (v) Mandatory Prepayments/Section 2.06(c)(vi). On the terms and subject to the
conditions of this Amendment, Section 2.06(c)(vi) of the Existing Credit Agreement is hereby
amended by deleting “calculation of the amount of such prepayment” and substituting “calculation of
the amount of such prepayment (including a good faith estimate of amounts not fully known at such
time (such as legal costs and expenses))” in lieu thereof.



               (w) ERISA Schedule 4.01(k). On the terms and subject to the conditions of this
Amendment, Schedule 4.01(k) to the Existing Credit Agreement is hereby amended and restated in its
entirety as set forth on Schedule 4.01(k) attached hereto.



               (x) Indebtedness/Section 5.02(a).



                    (i) Rate Contracts. On the terms and subject to the conditions of this Amendment,
Section 5.02(a)(iii) of the Existing Credit Agreement is hereby amended and restated in its
entirety as follows:




     “(iii) (A) Indebtedness of the Loan Parties under or in connection with each
Rate Contract entered into from time to time with respect to the Loans;
provided that (x) such Rate Contract is entered into in connection with bona
fide hedging operations and not for speculation and (y) the aggregate notional
principal amount under any such Rate Contract (when added to the notional amount of
all such Rate Contracts) does not exceed the Effective Amount of the Total Revolving
Loan Commitment as in effect at the time any transaction is consummated under any
such Rate Contract and (B) Indebtedness of the Loan



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Parties under or in connection with each Rate Contract entered into from time
to time with respect to fuel risk; provided that such Rate Contract is
entered into in connection with bona fide hedging operations and not for
speculation;”



                    (ii) Purchase Money Indebtedness and Capital Leases. On the terms and subject to the
conditions of this Amendment, Section 5.02(a)(vii) of the Existing Credit Agreement is hereby
amended and restated in its entirety as follows:




     “(vii) purchase money Indebtedness and Capital Lease obligations in an
aggregate principal amount not to exceed $10,000,000 at any one time outstanding;”



                    (iii) Maritime Administration Financing Indebtedness. On the terms and subject to the
conditions of this Amendment, Section 5.02(a)(ix) of the Existing Credit Agreement is hereby
amended and restated in its entirety as follows:




     “(ix) Maritime Administration Financing Indebtedness and other additional
Indebtedness (including Indebtedness of the Loan Parties under Lender Bank Products)
in an aggregate principal amount not to exceed $5,000,000 at any one time
outstanding (to the extent not permitted by any other clause of this
Section 5.02(a)); and”



                    (iv) Additional Indebtedness Basket. On the terms and subject to the conditions of
this Amendment, Section 5.02(a) of the Existing Credit Agreement is hereby amended by adding a new
clause (x) thereto as follows:




     “(x) Indebtedness in an aggregate principal amount not to exceed $100,000,000
at any one time outstanding as long as the following criteria are met with respect
to such Indebtedness:




(A)  on the closing date for such Indebtedness the Borrower shall have repaid
or Cash Collateralized the Obligations, as applicable, pursuant to
Section 2.06(c)(iv)(B) and the Total Revolving Loan Commitment shall
have been reduced in an equal amount pursuant to Section 2.04(b)(i);




(B) such Indebtedness shall have a maturity date that is at least six months
later than the Maturity Date and such Indebtedness must be on a principal
payment amortization schedule that provides for payments that are equal to or
less than what would be provided for under a seven year straight line
amortization in the first seven years;




(C) such Indebtedness shall only be secured by a lien on specific boats and
barges the value of which (based on the greater of (i) net book value or (ii)
fair market value) do not exceed 125% of the amount of the Indebtedness issued
under this Section 5.02(a)(x) in the aggregate for all such
Indebtedness. The Administrative Agent reserves the right, in its sole
discretion, to either accept the Borrowers’ valuation or to obtain a desk-top
appraisal from a qualified appraiser



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selected by the Administrative Agent in its sole discretion. If all other
conditions set forth in this Section 5.02(a)(x) are satisfied (including the
repayment or Cash Collateralization of the Obligations and reduction in the
Total Revolving Loan Commitment required under Section 5.02(a)(x)(A) and the
other conditions set forth in Sections 5.02(a)(x)(B), (C), (D) and (E)), the
Administrative Agent and Security Trustee will release the Liens in favor of
the Lenders on the specific boat(s) and barge(s) described above that secure
the Indebtedness under this Section 5.02(a)(x);




(D) such Indebtedness shall not provide for any additional payment recourse
for the lender of such Indebtedness other than enforcement of the Lien on the
specific boat(s) and barge(s) securing such Indebtedness as described above;
and




(E) such Indebtedness shall be under terms and conditions, beyond the
qualifications listed above, and evidenced by documentation that, in each
case, are satisfactory to the Administrative Agent in its sole discretion.”



          (y) Liens. On the terms and subject to the conditions of this Amendment, Section
5.02(b) of the Existing Credit Agreement is hereby amended by adding new clauses (xix) and (xx)
thereto as follows:




     “(xix) Liens on specific boat(s) and barge(s) to the extent permitted by
Section 5.02(a)(x);




     (xx) Liens on cash collateral securing Rate Contracts permitted under Section
5.02(a)(iii)(B); provided that the aggregate amount of such cash collateral
shall not exceed $7,500,000 at any time outstanding;”



          (z) Asset Dispositions/Section 5.02(c)(i). On the terms and subject to the conditions
of this Amendment, Section 5.02(c)(i) of the Existing Credit Agreement is hereby amended and
restated in its entirety as follows:




     “(i) (x) Sales, leases or other dispositions by the Loan Parties of inventory
in the ordinary course of business (excluding sales of inventory by any Loan Party,
directly or indirectly, to another Loan Party), (y) asset transfers and other
dispositions pursuant to any Investment permitted by Section 5.02(e) and (z)
sales by Jeffboat of barges and other equipment in a Jeffboat Sale and Leaseback
Transaction or other sale and leaseback transactions of new or used barges and other
assets, property, or equipment by a Loan Party in the ordinary course of business so
long as the fair market value of the assets disposed in such transactions under this
subclause (z) does not exceed $15,000,000 in the aggregate per calendar year;
provided that if any amount of such allowance for the calendar year ended as
of December 31, 2009 is not used in such calendar year, then such allowance for the
calendar year ended December 31, 2010 shall be increased by such unused amount up to
$5,000,000;”



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               (aa) Asset Dispositions/Section 5.02(c)(v). On the terms and subject to the
conditions of this Amendment, Section 5.02(c)(v) of the Existing Credit Agreement is hereby amended
and restated in its entirety as follows:




     “(v) Additional sales or other dispositions of assets or property by the Loan
Parties not to exceed $10,000,000 of assets valued at fair market value in the
aggregate per calendar year; and”



               (bb) Asset Dispositions/Section 5.02(c)(vi). On the terms and subject to the
conditions of this Amendment, Section 5.02(c) of the Existing Credit Agreement is hereby amended by
adding a new clause (vi) thereto as follows:




     “(vi) Additional sales or other dispositions of assets or property by the Loan
Parties in an amount not less than the fair market value of such asset or property
that is paid at least ninety-five percent (95%) in cash at closing so long as on the
closing date for such sale or other disposition the Borrowers shall have repaid or
Cash Collateralized the Obligations, as applicable, pursuant to
Section 2.06(c)(iii) and the Total Revolving Loan Commitment shall have been
reduced in an equal amount pursuant to Section 2.04(b)(i).”



               (cc) Acquisitions/Section 5.02(d)(ii). On the terms and subject to the conditions of
this Amendment, Section 5.02(d)(ii) of the Existing Credit Agreement is hereby amended and restated
in its entirety as follows:



               “(ii) Permitted Acquisitions.”



               (dd) Clarification – Formation of New Subsidiaries. The parties hereto understand and
agree that Section 5.02(d) of the Credit Agreement does not prevent the creation or formation of a
new Subsidiary (as opposed to the acquisition of another Person as a new Subsidiary).



               (ee) Investments/Section 5.02(e)(v). On the terms and subject to the conditions of
this Amendment, clauses (v), (vi), (vii) and (viii) of Section 5.02(e) of the Existing Credit
Agreement are hereby amended and restated in their entirety as follows:




     “(v) (A) existing Investments in existing Joint Ventures made on or before
December 31, 2008 in compliance with Section 5.02(e)(v) of this Agreement as
in effect on December 31, 2008 and described on Schedule 5.02(e)(v) attached
hereto are permitted to continue to exist and (B) additional Investments in such
existing Joint Ventures made after December 31, 2008 under this clause (v) not to
exceed $1,000,000 in the aggregate during the term of this Agreement;




     (vi) Loans and advances to employees in the ordinary course of business and in
accordance with past practices not to exceed $200,000 in the aggregate at any one
time;



12









 






     (vii) Investments by Parent in treasury Equity Securities of Parent existing on
February 20, 2009 (including any distributions or recapitalizations with respect
thereto); and




     (viii) Additional Investments not to exceed $5,000,000 in the aggregate at any
one time (to the extent not permitted any other clause of this
Section 5.02(e)); provided that no Investments under this
Section 5.02(e)(vii) may be used to acquire any Person as a new Subsidiary
or all or substantially all of the assets of any Person or identifiable business
unit or division of any other Person.”



               (ff) Distributions/Section 5.02(f)(iv). On the terms and subject to the conditions of
this Amendment, Section 5.02(f)(iv) of the Existing Credit Agreement is hereby amended and restated
in its entirety as follows:



               “(iv) Intentionally Omitted.”



               (gg) Clarification — Distributions. The Borrowers understand and agree that,
notwithstanding anything to the contrary in the Credit Documents, from and after the Amendment
Effective Date, no Loan Party shall repurchase any Equity Securities or otherwise make any
Distribution in connection with the August 2007 Permitted Stock Purchase Program.



               (hh) Certain Amendments. On the terms and subject to the conditions of this
Amendment, Section 5.02(m) of the Existing Credit Agreement is hereby amended by adding a new
sentence at the end thereof as follows:




          “No Loan Party shall amend, modify, supplement or replace any document
evidencing any Indebtedness permitted by Section 5.02(a)(x) or any document
executed and delivered in connection therewith (except as required thereby in a
manner that does not change the substantive terms thereof), in each case, after any
such document has been approved by the Administrative Agent as contemplated by
Section 5.02(a)(x) except to cure any ambiguity or defect or with respect to
non-economic terms acceptable, in each case, to the Administrative Agent in its sole
discretion.”



               (ii) Joint Ventures/Section 5.02(o). On the terms and subject to the conditions of
this Amendment, Section 5.02(o) of the Existing Credit Agreement is hereby amended and restated in
its entirety as follows:




     “(o) Joint Ventures. No Loan Party shall enter into or maintain any
interest in any Joint Venture; provided, however, that the Borrowers
may enter into and maintain an interest in existing Joint Ventures to the extent
permitted under Section 5.02(e)(v).”



               (jj) Total Leverage Ratio. On the terms and subject to the conditions of this
Amendment, Section 5.03(a) of the Existing Credit Agreement is hereby amended and restated in its
entirety as follows:



13









 






     “(a) Total Leverage Ratio. The Borrowers shall not permit the Total
Leverage Ratio to be greater than (i) 3.50 to 1.00 at any time from January 1, 2009
through March 31, 2010, (ii) 3.35 to 1.00 at any time from April 1, 2010 through
June 30, 2010, (iii) 3.25 to 1.00 at any time from July 1, 2010 through September
30, 2010 or (iv) 3.00 to 1.00 at any time from and after October 1, 2010.”



               (kk) Fixed Charge Coverage Ratio. On the terms and subject to the conditions of this
Amendment, Section 5.03(b) of the Existing Credit Agreement is hereby amended and restated in its
entirety as follows:




     “(b) Fixed Charge Coverage Ratio. The Borrowers shall not permit the
Fixed Charge Coverage Ratio to be less than (i) 1.50 to 1.00 as at the end of any
fiscal quarter from March 31, 2009 through June 30, 2010 or (ii) 1.40 to 1.00 as at
the end of any fiscal quarter from and after September 30, 2010.”



               For the avoidance of doubt, compliance with Sections 5.03(a) and 5.03(b) of the Credit
Agreement for periods prior to the Amendment Effective Date shall be determined in accordance with
the Existing Credit Agreement as in effect prior to the Amendment Effective Date.



               (ll) Minimum Net Worth. On the terms and subject to the conditions of this Amendment,
Section 5.03(c) of the Existing Credit Agreement is hereby amended and restated in its entirety as
follows:




     “(c) Minimum Net Worth. The Borrowers shall not permit Net Worth as of
the last day of any fiscal quarter (such date to be referred to herein as a
“Determination Date”) which occurs after March 31, 2009 to be less on such
Determination Date than the sum of the following:




     (A) $135,806,000; plus




     (B) Fifty percent (50%) of the cumulative sum of the Loan
Parties’ annual consolidated Net Income for each fiscal quarter of
the Borrowers ending after December 31, 2008 (excluding any quarter
in which net income is negative); plus




     (C) Seventy percent (70%) of the Net Proceeds from the issuance
of Equity Securities by Parent or any other Loan Party the proceeds
of which are received from a Person that is not a Loan Party from and
after December 31, 2008.”




     For the avoidance of doubt, compliance with Section 5.03(c) of the
Credit Agreement for any fiscal quarter ending prior to March 31, 2009 shall be
determined in accordance with the Existing Credit Agreement as in effect prior to
the Amendment Effective Date.



14









 





               (mm) Maximum Capital Expenditures. On the terms and subject to the conditions of this
Amendment, Section 5.03 of the Existing Credit Agreement is hereby amended by adding a new clause
(d) thereto as follows:




     “(d) Maximum Capital Expenditures. The Borrowers shall not permit the
aggregate amount of Capital Expenditures made by the Loan Parties in any four
consecutive fiscal quarter period to exceed the amount set forth below opposite the
applicable period:



	 	 	 	 	 
	Four Consecutive Fiscal Quarter Period Ending	 	Maximum Capital Expenditures
	March 31, 2009

	 	$	120,000,000	 
	June 30, 2009

	 	$	120,000,000	 
	September 30, 2009

	 	$	105,000,000	 
	December 31, 2009

	 	 	$70,000,000	 
	March 31, 2010

	 	 	$95,000,000	 
	June 30, 2010

	 	 	$95,000,000	 
	September 30, 2010

	 	 	$95,000,000	 
	December 31, 2010 and thereafter

	 	 	$70,000,000	 







provided that (i) Capital Expenditures permitted for the four consecutive
fiscal quarter period ended as of December 31, 2009 may, to the extent not expended
in such four consecutive fiscal quarter period ended as of December 31, 2009, be
carried over and expended in fiscal year 2010 not to exceed $10,000,000 in the
aggregate (which carry-over amount shall be added in each fiscal quarter of 2010
(for example, if the full $10,000,000 amount were carried over to fiscal year 2010,
then each $95,000,000 amount in the chart above for the first three quarters of 2010
would be increased to $105,000,000, and the $70,000,000 amount for the four
consecutive fiscal quarter period ended as of December 31, 2010 would be increased
to $80,000,000)) and (ii) from and after the relevant sale described below, Capital
Expenditures expended in a fiscal quarter to construct a Capital Asset shall be
excluded from the calculation of Capital Expenditures for each four consecutive
fiscal quarter period that includes such fiscal quarter to the extent such Capital
Asset is sold in a transaction permitted under clause (z) of
Section 5.02(c)(i) with Net Proceeds in cash in an amount equal to or
greater than such Capital Expenditures within 6 months after the construction of
such Capital Asset is completed.”



               (nn) Waivers; Amendments. On the terms and subject to the conditions of this
Amendment, (i) Section 8.04(a) of the Existing Credit Agreement is hereby amended by deleting
“(other than pursuant to Section 2.01(b))”, (ii) Section 8.04(a) of the Existing Credit
Agreement is hereby further amended by deleting “(vi) amend this Section 8.04 or
Section 2.10” and substituting “(vi) amend this Section 8.04 or
Section 2.10 or amend, waive or modify Section 5.02(f), Section 5.02(d) or
the definition of Permitted Acquisition” in lieu thereof, and (iii) Section 8.04(b) of the Existing
Credit Agreement is hereby amended and restated in its entirety as follows:



15









 






     “(b) Any amendment, waiver or consent which releases any substantial part of
the Collateral must be in writing and signed or approved in writing by all Lenders
(or the Administrative Agent on behalf of all of the Lenders with the written
approval of all of the Lenders), except that (i) any release pursuant to
Section 5.02(a)(x) in connection with Indebtedness permitted by
Section 5.02(a)(x) shall not require the approval of any Lenders, (ii) any
release in connection with a sale or other disposition of Collateral authorized by
Section 5.02(c) shall not require the approval of any Lenders and (iii) any
amendment, waiver or consent which modifies the terms of Section 5.02(a)(x)
or Section 5.02(c) (including any modification relating to the prepayment of
proceeds from any such or incurrence of Indebtedness or any such sale or other
disposition, as applicable) shall require the consent of the Required Lenders (or
the Administrative Agent on behalf of the Required Lenders with the written approval
of the Required Lenders);”



               (oo) Collateral Matters. On the terms and subject to the conditions of this
Amendment, clause (ii) of Section 7.07(b) of the Existing Credit Agreement is hereby amended and
restated in its entirety as follows:




     “(ii) (A) constituting specific boats or barges of the Loan Parties securing
Indebtedness incurred pursuant to Section 5.02(a)(x) to the extent such
Indebtedness and security are permitted by Section 5.02(a)(x) or (B)
constituting property of the Loan Parties which is sold, transferred or otherwise
disposed of in connection with any transaction not prohibited by this Agreement or
the Credit Documents (including Section 5.02(c));”



               (pp) Security Interest. On the terms and subject to the conditions of this Amendment,
Section 8.06(b) of the Existing Credit Agreement is hereby amended and restated in its entirety as
follows:




     “(b) Security Interest. As security for the Obligations, the Borrowers
hereby grant to the Administrative Agent, the Security Trustee and each Lender, for
the benefit of the Administrative Agent, the Security Trustee and the Lenders, a
continuing security interest in any and all deposit accounts or moneys of a Borrower
now or hereafter maintained with such Lender; provided that the Lien in
favor of a Lender in cash collateral permitted by Section 5.02(b)(xx) with
respect to the Rate Contract obligations owing to such Lender that are secured by
such cash collateral shall be prior to the Lien granted herein to the extent such
Lender has a perfected Lien in such cash collateral. Each Lender shall have all of
the rights of a secured party with respect to such security interest.”



               (qq) Existing Joint Venture Investments. On the terms and subject to the conditions
of this Amendment, a new Schedule 5.02(e)(v) is hereby added to the Existing Credit Agreement in
the form attached hereto as Schedule 5.02(e)(v).



16









 





               (rr) Compliance Certificate. On the terms and subject to the conditions of this
Amendment, Exhibit J (Compliance Certificate) to the Existing Credit Agreement is hereby amended
and restated in its entirety as set forth on Exhibit J attached hereto.



          3. Conditions Precedent to the Effectiveness of this Amendment. The effectiveness of
the provisions of Section 2 of this Amendment is conditioned upon, and such provisions
shall not be effective until, satisfaction of the following conditions (the first date on which all
of the following conditions have been satisfied being referred to herein as the “Amendment
Effective Date”):



               (a) The Administrative Agent shall have received, on behalf of the Lenders, this Amendment,
duly executed and delivered by the Borrowers, the Administrative Agent, all of the Lenders and the
Guarantors.



               (b) The Administrative Agent shall have received, on behalf of the Lenders: (i) an amendment
to each Real Property Security Document in form and substance satisfactory to the Administrative
Agent and (ii) such endorsements as the Administrative Agent may require in connection with each
existing title policy (or in lieu of such endorsements, an agreement from the title company to
issue such endorsements promptly after the Amendment Effective Date).



               (c) The Administrative Agent shall have received a certificate of the Secretary or an
Assistant Secretary of each Borrower and Guarantor, dated as of the Amendment Effective Date,
certifying (A) that attached thereto are true and correct copies of resolutions duly adopted by the
board of directors of such Borrower or Guarantor and continuing in effect, which authorize the
execution, delivery and performance by such Borrower or Guarantor of this Amendment and the Amended
Credit Agreement (as defined below) and the consummation of the transactions contemplated hereby
and thereby and (B) the incumbency, signatures and authority of the officers of such Borrower or
Guarantor authorized to execute, deliver and perform this Amendment and all other documents,
instruments or agreements related hereto executed or to be executed by such Borrower or Guarantor;



               (d) The Administrative Agent shall have received a certificate of a Responsible Officer of
each Borrower, dated as of the Amendment Effective Date, certifying (A) that the representations
and warranties set forth in this Amendment are true and correct in all material respects as of the
Amendment Effective Date (except for such representations and warranties made as of a specified
date, which shall be true as of such date), (B) that no Default or Event of Default has occurred
and is continuing as of the Amendment Effective Date and (C) that there are no proceedings for the
dissolution or liquidation of any Borrower or any Guarantor;



               (e) The Administrative Agent shall have received legal opinions in form and substance and from
counsel satisfactory to the Administrative Agent with respect to the this Amendment and related
matters.



               (f) The Administrative Agent shall have received any and all fees payable to the
Administrative Agent and the Lenders as of the Amendment Effective Date.



17









 





               (g) The representations and warranties set forth in this Amendment shall be true and correct
as of the Amendment Effective Date.



          4. Representations and Warranties. In order to induce the Administrative Agent and
the Lenders to enter into this Amendment and to amend the Existing Credit Agreement in the manner
provided in this Amendment, the Borrowers represent and warrant to the Administrative Agent and
each Lender as follows:



               (a) Authorization of Agreements. The execution and delivery of this Amendment by the
Borrowers and the Guarantors and the performance by the Borrowers of the Existing Credit Agreement
as amended by this Amendment (hereafter referred to as the “Amended Credit Agreement”) (i)
are within the power of the Borrowers and the Guarantors and (ii) have been duly authorized by all
necessary actions on the part of the Borrowers and the Guarantors.



               (b) Enforceability. Each of this Amendment and the Amended Credit Agreement has been
duly executed and delivered by the Borrowers and the Amendment has been duly executed and delivered
by the Guarantors and, in each case, constitutes a legal, valid and binding obligation of the
Borrowers and the Guarantors (as applicable), enforceable against the Borrowers and the Guarantors
(as applicable) in accordance with its terms, except as limited by bankruptcy, insolvency or other
laws of general application relating to or affecting the enforcement of creditors’ rights generally
and general principles of equity.



               (c) Non-Contravention. The execution and delivery by the Borrowers and the Guarantors
of this Amendment and the performance by the Guarantors of this Amendment and the performance by
the Borrowers of each of this Amendment and the Amended Credit Agreement do not (i) violate any
Requirement of Law applicable to any Loan Party; (ii) violate any provision of, or result in the
breach or the acceleration of, or entitle any other Person to accelerate (whether after the giving
of notice or lapse of time or both), any Contractual Obligation of any Loan Party where such
violation, breach or acceleration could result in a Material Adverse Effect; (iii) result in the
creation or imposition of any Lien (or the obligation to create or impose any Lien) upon any
property, asset or revenue of any Loan Party (except for Permitted Liens) or (iv) violate any
provision of any existing law, rule, regulation, order, writ, injunction or decree of any court or
Governmental Authority to which it is subject, where such breach could result in a Material Adverse
Effect.



               (d) Governmental Consents. No authorization or approval or other action by, and no
notice to or filing with, any Governmental Authority or regulatory body is required for the due
execution, delivery and performance by the Borrowers or the Guarantors of this Amendment.



               (e) Representations and Warranties in the Credit Agreement. The Borrowers confirm
that as of the Amendment Effective Date and after giving effect to this Amendment, (i) the
representations and warranties contained in Article IV of the Credit Agreement are true and
correct in all material respects (except to the extent any such representation and warranty is
expressly stated to have been made as of a specific date, in which



18









 







case it shall be true and correct as of such specific date) and (ii) no Default or Event of
Default has occurred and is continuing.



          5. Miscellaneous.



               (a) Reference to and Effect on the Existing Credit Agreement and the other Credit
Documents.



                    (i) Except as specifically amended by this Amendment and the documents executed and delivered
in connection herewith, the Existing Credit Agreement and the other Credit Documents shall remain
in full force and effect and are hereby ratified and confirmed by the Borrowers in all respects.
In addition, each of the Borrowers hereby confirms that the Liens granted by such Borrower in favor
of the Administrative Agent, on behalf of itself and the Lenders, and in favor of the Security
Trustee, on behalf of itself and the Lenders, in each of the Security Documents that such Borrower
is a party to, secure and continue to secure the Secured Obligations (as defined in each of the
Security Agreement and the Intellectual Property Security Agreement) of such Borrower and the
Obligations (as defined in each other Security Document) of such Borrower. The Existing Credit
Agreement (as amended by this Amendment) and each of the other Credit Documents, taken together,
constitute and contain the entire agreement of the Borrowers, the Lenders, the Administrative Agent
and the Security Trustee and supersede any and all prior agreements, negotiations, correspondence,
understandings and communications among the parties, whether written or oral, respecting the
subject matter hereof and thereof including, except to the extent expressly set forth therein, the
commitment letter dated as of March 28, 2007 between Parent and the Administrative Agent but
excluding the Administrative Agent’s Fee Letter.



                    (ii) The execution and delivery of this Amendment and performance of the Amended Credit
Agreement shall not, except as expressly provided herein, constitute a waiver of any provision of,
or operate as a waiver of any right, power or remedy of the Administrative Agent or the Lenders
under, the Existing Credit Agreement or any of the other Credit Documents.



                    (iii) Upon the conditions precedent set forth herein being satisfied, this Amendment shall be
construed as one with the Existing Credit Agreement, and the Existing Credit Agreement shall, where
the context requires, be read and construed throughout so as to incorporate this Amendment.



                    (iv) If there is any conflict between the terms and provisions of this Amendment and the terms
and provisions of the Credit Agreement or any other Credit Document, the terms and provisions of
this Amendment shall govern.



               (b) Expenses. The Borrowers acknowledge that all costs and expenses of the
Administrative Agent incurred in connection with this Amendment will be paid by the Borrowers in
accordance with Section 8.02 of the Existing Credit Agreement.



               (c) Headings. Section and subsection headings in this Amendment are included for
convenience of reference only and shall not constitute a part of this Amendment for any other
purpose or be given any substantive effect.



19









 





               (d) Counterparts. This Amendment may be executed in any number of identical
counterparts, any set of which signed by all the parties hereto shall be deemed to constitute a
complete, executed original for all purposes. Transmission by telecopier (or by email of a PDF or
similar electronic image file) of an executed counterpart of this Amendment shall be deemed to
constitute due and sufficient delivery of such counterpart.



               (e) Governing Law. This Amendment shall be governed by and construed in accordance
with the laws of the State of New York without reference to conflicts of law rules other than
Section 5-1401 of the General Obligations Law of the State of New York.



               6. Credit Documents. This Amendment is a Credit Document as defined in the Credit
Agreement, and the provisions of the Credit Agreement generally applicable to Credit Documents are
applicable hereto and incorporated herein by this reference.



[This Space Intentionally Left Blank]





20












 





     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of
the date first above written.



	 	 	 	 	 	 	 
	 	 	AMERICAN COMMERCIAL LINES LLC,
	 	 
	 	 	a Delaware limited liability company	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:
	 	 

	 	 
	 

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 
	 	 	JEFFBOAT LLC,
	 	 
	 	 	a Delaware limited liability company	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:
	 	 

	 	 
	 

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 
	 	 	ACL TRANSPORTATION SERVICES LLC,
	 	 
	 	 	a Delaware limited liability company (formerly known	 	 
	 	 	as Louisiana Dock Company LLC)	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:
	 	 

	 	 
	 

	 	 	 	 

	 	 






[Signature Page to Amendment No. 6 to Credit Agreement — ACL]




 









 





	 	 	 	 	 	 	 
	 	 	WELLS FARGO BANK, NATIONAL 

ASSOCIATION, as Administrative Agent,	 	 
	 	 	Security Trustee,
L/C Issuer, Swing Line Lender	 	 
	 	 	and a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

James M. Stehlik
	 	 
	 

	 	Title:
	 	Vice President	 	 






[Signature Page to Amendment No. 6 to Credit Agreement — ACL]




 









 








	 	 	 	 	 	 	 
	 	 	BANK OF AMERICA, N.A.
	 	 
	 	 	(for itself and as successor by merger to LaSalle	 	 
	 	 	Bank National Association)	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:
	 	 

	 	 
	 

	 	 	 	 

	 	 






[Signature Page to Amendment No. 6 to Credit Agreement — ACL]




 









 








	 	 	 	 	 	 	 
	 	 	BRANCH BANKING AND TRUST COMPANY	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:
	 	 

	 	 
	 

	 	 	 	 

	 	 






[Signature Page to Amendment No. 6 to Credit Agreement — ACL]




 









 








	 	 	 	 	 	 	 
	 	 	FIFTH THIRD BANK	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:
	 	 

	 	 
	 

	 	 	 	 

	 	 






[Signature Page to Amendment No. 6 to Credit Agreement — ACL]




 









 








	 	 	 	 	 	 	 
	 	 	FORTIS BANK SA/NV, NEW YORK BRANCH	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:
	 	 

	 	 
	 

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:
	 	 

	 	 
	 

	 	 	 	 

	 	 






[Signature Page to Amendment No. 6 to Credit Agreement — ACL]




 









 








	 	 	 	 	 	 	 
	 	 	GENERAL ELECTRIC CAPITAL CORPORATION	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:
	 	 

	 	 
	 

	 	 	 	 

	 	 






[Signature Page to Amendment No. 6 to Credit Agreement — ACL]




 









 








	 	 	 	 	 	 	 
	 	 	JPMORGAN CHASE BANK, N.A.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:
	 	 

	 	 
	 

	 	 	 	 

	 	 






[Signature Page to Amendment No. 6 to Credit Agreement — ACL]




 









 








	 	 	 	 	 	 	 
	 	 	NATIONAL CITY BANK	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:
	 	 

	 	 
	 

	 	 	 	 

	 	 






[Signature Page to Amendment No. 6 to Credit Agreement — ACL]





 












 





	 	 	 	 	 	 	 
	 	 	OLD NATIONAL BANK	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 	 	 	 	 	 	 





[Signature Page to Amendment No. 6 to Credit Agreement — ACL]














 








	 	 	 	 	 	 	 
	 	 	PNC BANK, NATIONAL ASSOCIATION	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 	 	 	 	 	 	 





[Signature Page to Amendment No. 6 to Credit Agreement — ACL]














 








	 	 	 	 	 	 	 
	 	 	RBS CITIZENS, N.A.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 	 	 	 	 	 	 





[Signature Page to Amendment No. 6 to Credit Agreement — ACL]














 








	 	 	 	 	 	 	 
	 	 	STOCK YARDS BANK & TRUST COMPANY	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 	 	 	 	 	 	 





[Signature Page to Amendment No. 6 to Credit Agreement — ACL]














 








	 	 	 	 	 	 	 
	 	 	SUNTRUST BANK	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 	 	 	 	 	 	 





[Signature Page to Amendment No. 6 to Credit Agreement — ACL]














 








	 	 	 	 	 	 	 
	 	 	U.S. BANK NATIONAL ASSOCIATION	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 	 	 	 	 	 	 





[Signature Page to Amendment No. 6 to Credit Agreement — ACL]














 








	 	 	 	 	 	 	 
	 	 	WACHOVIA BANK, N.A.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 	 	 	 	 	 	 





[Signature Page to Amendment No. 6 to Credit Agreement — ACL]














 







Each of the undersigned hereby acknowledges and consents to the foregoing Amendment and confirms
and agrees that the Guaranty executed by it (including via joinder or supplement) in connection
with the Credit Agreement remains in full force and effect in accordance with its terms and is
hereby reaffirmed and ratified by each of the undersigned, and each of the undersigned hereby
confirms that the representations and warranties contained in each such Guaranty (including any
incorporated by reference to the Credit Agreement) are (before and after giving effect to this
Amendment) true and correct in all material respects. In addition, each of the undersigned
Guarantors hereby confirms that the Liens granted by such Guarantor in favor of the Administrative
Agent, on behalf of itself and the Lenders, and in favor of the Security Trustee, on behalf of
itself and the Lenders, in each of the Security Documents that such Guarantor is a party to, secure
and continue to secure the Secured Obligations (as defined in each of the Security Agreement and
the Intellectual Property Security Agreement) of such Guarantor and the Obligations (as defined in
each other Security Document) of such Guarantor.




	 	 	 	 	 
	 	AMERICAN COMMERCIAL LINES INC.,

a Delaware corporation

 	 
	 	By:  	 	 
	 	 	Name: 	  	 
	 	 	Title:  	 	 
	 
	 	COMMERCIAL BARGE LINE COMPANY,

a Delaware corporation

 	 
	 	By:  	 	 
	 	 	Name: 	  	 
	 	 	Title:  	 	 
	 
	 	AMERICAN COMMERCIAL BARGE LINE LLC,

a Delaware corporation

 	 
	 	By:  	 	 
	 	 	Name: 	  	 
	 	 	Title:  	 	 
	 



[Signature Page to Amendment No. 6 to Credit Agreement — ACL]














 








	 	 	 	 	 
	 	ACL FINANCE CORP.,

a Delaware corporation

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	ACL PROFESSIONAL SERVICES INC.,

a Delaware corporation

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	ELLIOTT BAY DESIGN GROUP LLC,

a Delaware limited liability company

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	SUMMIT CONTRACTING, LLC,

an Indiana limited liability company

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	SUMMIT CIVIL SERVICES, LLC,

an Indiana limited liability company

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



[Signature Page to Amendment No. 6 to Credit Agreement — ACL]














 








	 	 	 	 	 
	 	SUMMIT ENVIRONMENTAL SERVICES, LLC,

an Indiana limited liability company

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



[Signature Page to Amendment No. 6 to Credit Agreement — ACL]














 





Attachment I




Updated Schedule I — Part A




(See Attached)




 









 





SCHEDULE I




THE LENDERS




Part A




	 	 	 	 	 	 	 	 	 
	 	 	Revolving Loan	 	 	Revolving Proportionate	 
	Name of Lender	 	Commitment	 	 	Share	 
	Bank of America, N.A.
	 	$	77,966,101.70	 	 	 	16.41391615	%
	Branch Banking and Trust Company
	 	$	27,288,135.59	 	 	 	5.74487065	%
	Fifth Third Bank
	 	$	29,237,288.14	 	 	 	6.15521855	%
	Fortis Bank SA/NV, New York
Branch
	 	$	31,186,440.68	 	 	 	6.56556646	%
	General Electric Capital Corporation
	 	$	15,593,220.34	 	 	 	3.28278323	%
	JPMorgan Chase Bank, N.A.
	 	$	46,779,661.02	 	 	 	9.84834969	%
	National City Bank
	 	$	27,288,135.59	 	 	 	5.74487065	%
	Old National Bank
	 	$	11,694,915.25	 	 	 	2.46208742	%
	PNC Bank, National Association
	 	$	19,491,525.43	 	 	 	4.10347904	%
	RBS Citizens, N.A.
	 	$	31,186,440.68	 	 	 	6.56556646	%
	Stock Yards Bank & Trust Company
	 	$	15,000,000.00	 	 	 	3.15789474	%
	SunTrust Bank
	 	$	23,389,830.51	 	 	 	4.92417484	%
	U.S. Bank National Association
	 	$	19,491,525.43	 	 	 	4.10347904	%
	Wachovia Bank, N.A.
	 	$	27,288,135.59	 	 	 	5.74487065	%
	Wells Fargo Bank, National
Association
	 	$	72,118,644.05	 	 	 	15.18287244	%
	 
	 	 	 	 	 	 
	Total
	 	$	475,000,000.00	 	 	 	100.00	%
	 
	 	 	 	 	 	 






 









 






Schedule 4.01(k) Multiemployer Plans





	 	1.	 	UMWA Health and Retirements Fund Plan.





As to paragraph 401(k)(i):





	 	2.	 	American Commercial Lines LLC Pension Plan.





[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]




Updated: 02/19/2009




 









 








Schedule 5.02(e)(iv) — Existing Joint Venture Investments




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Number of Equity Securities
	 	 	 	 	 	 	 	 	Owned
	 	 	 	 	 	 	Number of Shares	 	by Parent/Percentage/
	Joint Venture	 	Jurisdiction	 	Equity Classes	 	Issued/Outstanding	 	Direct/Indirect
	 
	BargeLink LLC

	 	Delaware
	 	Membership Interests
	 	50/100
	 	50/50%/Indirect (50% owned by
ACLTS)
	 
	Boliver Terminal Company

	 	Texas
	 	Membership Interests
	 	50/100
	 	50/50%/Indirect (50% owned by
ACLTS)
	 
	T.T. Barge Services
Mile 237 LLC

	 	Louisiana
	 	Membership Interests
	 	50/100
	 	50/50%/Indirect (50% owned by
ACLTS)
	 
	SSIC Remediation LLC

	 	Louisiana
	 	Membership Interests
	 	30.29/100
	 	30.29/30.29% (30.29% owned by
ACLTS






Page 1 of 1









 






EXHIBIT J




UPDATED COMPLIANCE CERTIFICATE




(See Attached)




 









 





EXHIBIT J

COMPLIANCE CERTIFICATE




                     ___, 20___




Wells Fargo Bank, National Association,

    as Administrative Agent
 300 N. Meridian St., Suite 1600

Indianapolis, IN 46204

Attention: James M. Stehlik, Vice President

Tel. No. (317) 977-1115

Fax No. (317) 977-1118




          This Compliance Certificate is delivered pursuant to Section 5.01(a)(iii) of that certain
Credit Agreement, dated as of April 27, 2007 (as amended, restated, supplemented or otherwise
modified from time to time, the “Credit Agreement”), by and among (1) American Commercial Lines
LLC, a Delaware limited liability company (“ACL”), Jeffboat LLC, a Delaware limited liability
company (“Jeffboat”), and ACL Transportation Services LLC, a Delaware limited liability company
(formerly known as Louisiana Dock Company LLC) (“ACLTS”; and together with ACL and Jeffboat, each a
“Borrower” and collectively, the “Borrowers”); (2) each of the financial institutions party thereto
from time to time (collectively, the “Lenders”); and (3) Wells Fargo Bank, National Association, as
administrative agent for the Lenders (in such capacity, the “Administrative Agent”), as Security
Trustee, as Lead Arranger, as L/C Issuer and as Swing Line Lender.




          Terms defined in the Credit Agreement and not otherwise defined in this Compliance Certificate
(this “Compliance Certificate”) shall have the meanings defined for them in the Credit Agreement.
Section references herein relate to the Credit Agreement unless stated otherwise. In the event of
any conflict between the calculations set forth in this Compliance Certificate and the manner of
calculation required by the Credit Agreement, the terms of the Credit Agreement shall govern and
control.




          This Compliance Certificate is delivered in accordance with Section 5.01(a)(iii) of the Credit
Agreement by an undersigned Responsible Officer of each Borrower, in each undersigned’s capacities
as such and not his or her individual capacity, on behalf of such Borrower. This Compliance
Certificate is delivered for the fiscal quarter (the “Test Period”) ended                     , ___ (the
“Test Date”). Computations indicating compliance with respect to the covenants in Sections 5.01(i),
5.02(a), 5.02(b), 5.02(c), 5.02(d), 5.02(e) and 5.03 of the Credit Agreement are set forth below:




1









 









	1.	 	Section 5.01(i) — Updated Schedules for new Subsidiaries.





          During the fiscal quarter ended on the Test Date, no Loan Party has reorganized, recapitalized
or consolidated with or merged into any other Person or permitted any other Person to merge into
it, acquired any Person as a new Subsidiary or acquired all or substantially all of the assets of
any other Person, except as described below:




 





 





 





 





     During the Test Period, if any Loan Party established or acquired any new Domestic Subsidiary,
any new Foreign Subsidiary or any new Equity Securities of any existing Subsidiary, please attach a
written supplement to Schedule 4.01(o). Applicable during the Test Period?
 Yes o No o




	2.	 	Section 5.02(a) — Indebtedness.






     (a) Section 5.02(a)(vii). The principal amount of purchase money Indebtedness and
Capital Lease obligations of the Loan Parties is $                    . The principal amount of such
Indebtedness shall not exceed and since the Closing Date has never exceeded $10,000,000.




     (b) Section 5.02(a)(ix). The principal amount of Maritime Administration Financing
Indebtedness and other additional Indebtedness (as described in Section 5.02(a)(ix) of the
Credit Agreement) of the Loan Parties is
$                    . The principal amount of such Indebtedness shall not exceed and since the Closing
Date has never exceeded $5,000,000.




     (c) Section 5.02(a)(x). The principal amount of Indebtedness incurred under Section
5.02(a)(x) of the Credit Agreement is $                    . The principal amount of such Indebtedness
shall not exceed and has never exceeded $100,000,000 at any one time outstanding and all
conditions under Section 5.02(a)(x) of the Credit Agreement were satisfied with respect to
all such Indebtedness.




	3.	 	Section 5.02(b) — Liens.






     (a) Section 5.02(b)(xx). The aggregate amount of cash collateral securing Rate
Contracts permitted under Section 5.02(a)(iii)(B) of the Credit Agreement is $                    . The
aggregate amount of such cash collateral shall not exceed and has never exceeded $7,500,000
at any time outstanding.



2









 






	4.	 	Section 5.02(c) — Asset Dispositions.






     (a) Section 5.02(c)(i)(z). The fair market value of the assets
disposed in sales by Jeffboat of barges and other equipment in a Jeffboat Sale and
Leaseback Transaction and other sale and leaseback transactions of new or used barges and
other assets, property, or equipment by a Loan Party under Section 5.02(c)(i)(z) of the
Credit Agreement is $                    . The fair market value of the assets disposed in such
transactions shall not exceed and since the Closing Date has never exceeded $15,000,000 in
the aggregate per calendar year; provided that if any amount of such allowance for the
calendar year ended as of December 31, 2009 is not used in such calendar year, then such
allowance for the calendar year ended December 31, 2010 shall be increased by such unused
amount up to $5,000,000.




     (b) Section 5.02(c)(v). The fair market value of assets or property in additional
sales or other dispositions by the Loan Parties under Section 5.02(c)(v) of the Credit
Agreement in the calendar year in which the Test Date occurs is $                    . Such additional
sales or other dispositions shall not exceed and since the Closing Date have never exceeded
$10,000,000 of assets valued at fair market value in the aggregate per calendar year.




	5.	 	Section 5.02(d) — Mergers, Acquisitions, etc.






          As of the Test Date, all acquisitions by the Loan Parties were consummated in
accordance with Section 5.02(d) of the Credit Agreement.




	6.	 	Section 5.02(e) — Investments.






     (a) As of the Test Date, Investments (including any loans or advances) by Loan Parties
made directly or indirectly in the aggregate for all Foreign Subsidiaries are $                    .
Such Investments may not exceed and have never exceeded since the Closing Date $30,000,000
in the aggregate at any one time for all Foreign Subsidiaries.




     (b) As of the Test Date, Investments by the Loan Parties in existing Joint Ventures
made after December 31, 2008 are $                    . Such Investments are not to exceed and since
December 31, 2008 have never exceeded $1,000,000.




     (c) As of the Test Date, loans and advances to employees in the ordinary course of
business and in accordance with past practices were $                     in the aggregate. Such
Investments may not exceed, and have never exceeded since the Closing Date $200,000 in the
aggregate at any one time.




     (d) As of the Test Date, additional Investments (as contemplated by Section
5.02(e)(viii) of the Credit Agreement) were $                     in the aggregate. Such
Investments may not exceed, and have never exceeded since the Closing Date $5,000,000 in
the aggregate at any one time and no such Investment




3











 






	 	 	was used to acquire any Person as a new Subsidiary or all or substantially all of the assets of any
Person or identifiable business unit or division of any other Person.
	 
	7.	 	Section 5.03(a) — Total Leverage Ratio. As of the Test Date, the Total Leverage Ratio was _____:1.00. The maximum permitted Leverage Ratio is (i) 3.50 to 1.00 at any time from
January 1, 2009 through March 31, 2010, (ii) 3.35 to 1.00 at any time from April 1, 2010 through
June 30, 2010, (iii) 3.25 to 1.00 at any time from July 1, 2010 through September 30, 2010 and (iv)
3.00 to 1.00 at any time from and after October 1, 2010.
	 
	The Total Leverage Ratio as of the Test Date was computed as follows:





	 	 	 	 	 	 	 	 	 
	(a) Total Debt on a consolidated basis on the Test Date
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	          (i) All obligations of the Loan Parties
evidenced by notes, bonds, debentures or other similar
instruments and all other obligations of the Loan Parties
for borrowed money (including obligations to
repurchase receivables and other assets sold with
recourse) (other than Revolving Loans and L/C
Obligations)
	 	 	 	 	 	$	                    	 
	 
	 	 	 	 	 	 	 	 
	          (ii) All obligations of the Loan Parties for the
deferred purchase price of property or services
(including obligations under letters of credit and other
credit facilities which secure or finance such purchase
price), except for accounts payable arising in the
ordinary course of business that are payable on terms
customary in the trade
	 	 	 	 	 	$	                    	 
	 
	 	 	 	 	 	 	 	 
	          (iii) All obligations of the Loan Parties under
conditional sale or other title retention agreements with
respect to property acquired by the Loan Parties (to the
extent of the value of such property if the rights and
remedies of the seller or the lender under such
agreement are limited solely to repossession or sale of
such property)
	 	 	 	 	 	$	                    	 
	 
	 	 	 	 	 	 	 	 
	          (iv) All obligations of the Loan Parties as
lessee under or with respect to Capital Leases and
synthetic leases
	 	 	 	 	 	$	                    	 
	 
	 	 	 	 	 	 	 	 
	          (v) All obligations of the Loan Parties,
contingent or otherwise, under or with respect to Surety
Instruments
	 	 	 	 	 	$	                    	 






4









 






	 	 	 	 	 	 	 	 	 
	          (vi) All net obligations of the Loan Parties, contingent or
otherwise, under or with respect to Rate Contracts on a
marked to market basis (without giving effect to any cash
collateral securing such obligations) ((A) = $                    )
minus the amount of cash collateral specifically securing any such obligations to the extent permitted by Section
5.02(b)(xx) of the Credit Agreement
((B) = $                    )
	 	 	(A	)	 	$	                    	 
	 	minus (B)	 	$	                    	 
	 	 	 	 	 	equals	 
	 	 	 	 	 	$	                    	 
	 
	 	 	 	 	 	 	 	 
	          (vii) Intentionally Omitted
	 	 	 	 	 	$	0	 
	 
	 	 	 	 	 	 	 	 
	          (viii) All obligations of the Loan Parties with respect to
letters of credit, whether drawn or undrawn, contingent or
otherwise
	 	 	 	 	 	$	                    	 
	 
	 	 	 	 	 	 	 	 
	          (ix) All Guaranty Obligations of the Loan Parties with
respect to the obligations of other Persons of the types
described in clauses (i) — (vii) above and all other
Contingent Obligations of the Loan Parties
	 	 	 	 	 	$	                    	 
	 
	 	 	 	 	 	 	 	 
	          (x) All obligations of other Persons of the types
described in clauses (i) — (ix) above to the extent
secured by (or for which any holder of such obligations
has an existing right, contingent or otherwise, to be
secured by) any Lien on any property (including accounts
and contract rights) of the Loan Parties, even though the
Loan Parties have not assumed or become liable for the
payment of such obligations.
	 	 	 	 	 	$	                    	 
	 
	 	 	 	 	 	 	 	 
	     provided that Indebtedness of
a Joint Venture that is not a wholly-owned Subsidiary
shall be included at the amount of the Indebtedness of
such Joint Venture times the Loan Parties’ percentage
ownership interest of any such Joint Venture (the “Equity
Adjusted Amount”) unless there is recourse to one or more
Loan Parties in respect of such Indebtedness, in which
case such Indebtedness shall be included at an amount equal to the greater of (A) the Equity Adjusted Amount and
(B) the maximum amount of such recourse (which shall be 100% of such Indebtedness if no maximum amount of recourse
is stated)).

	See
Attached Schedule A for calculation of adjustments required by
this proviso

	 
	 	 	 	 	 	 	 	 
	(a)
— Total Debt – equals

	 	 	 	 	 	 	 	 
	[Sum, without duplication, of

(i)+(ii)+(iii)+(iv)+(v)+(vi)+(vii)+(viii)+(ix)+(x)]
	 	 	 	 	 	$	                    	 
	 
	 	 	 	 	 	 	 	 
	Divided by:
	 	 	 	 	 	 	 	 






5









 







	 	 	 	 	 	 	 	 	 
	(b) Adjusted EBITDA of the Loan Parties for the
four consecutive fiscal quarter period ending on the Test
Date (the “Annual Period”)
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	          (i) Net Income for the Annual Period
	 	$	                    	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	          (ii) Interest Expense for the Annual Period
	 	$	                    	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	          (iii) Expense for income taxes for the Annual Period
	 	$	                    	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	          (iv) Depreciation and amortization for the Annual Period
	 	$	                    	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	          (v) Non-recurring costs or expenses incurred during the
Annual Period with respect to a permitted financing or
refinancing or Permitted Acquisition
	 	$	                    	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	          (vi) An amount equal to the non-cash, share-based
compensation deducted in accordance with SFAS 123 for
the Annual Period
	 	$	                    	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	          (vii) Extraordinary non-cash losses or charges for the
Annual Period (including non-cash transaction expenses,
the amortization of debt discounts, losses from
impairment of tangible or intangible assets,
translation gains or losses)
	 	$	                    	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	          (viii) Additional add backs as may be agreed to in
writing by the Administrative Agent (in its sole
discretion without the consent of the Required Lenders
for any such additional add backs up to $5,000,000 in
the aggregate, and otherwise with the consent of the
Required Lenders in their reasonable discretion))
	 	$	                    	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	          (ix) Extraordinary gains realized during the Annual
Period
	 	$	                    	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	          (x) Any non-cash income or non-cash gains during the
Annual Period,
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	all calculated for the Loan Parties on a
consolidated basis, in accordance with GAAP
	 	$	                    	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	     provided that Adjusted EBITDA of a Joint Venture
that is not a wholly-owned Subsidiary shall be included at the amount of
the Adjusted EBITDA of such Joint Venture times the Loan Parties’ percentage ownership interest of any such Joint Venture
	 	See
Attached Schedule
B for calculation of adjustments required by
this proviso
	 
	 	 	 	 	 	 	 	 
	     Items (ii) through (viii) are included to the extent
deducted in determining such Net Income for the Annual
Period (without duplication).
	 	 	 	 	 	 	 	 






6









 






	 	 	 	 	 	 	 	 	 
	     Items (ix) and (x) are included to the extent added in
determining such Net Income for the Annual Period
(without duplication).
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	equals (b) — Adjusted EBITDA
	 	 	 	 	 	 	 	 
	[(i)+(ii)+(iii)+(iv)+(v)+(vi)+(vii)+(viii)-(ix)-(x)]
	 	 	 	 	 	$	                              	 
	 
	 	 	 	 	 	 	 	 
	Total
Leverage Ratio =
	 	 	 	 	 	 	                     : 1.00	 
	[(a) ÷ (b)]
	 	 	 	 	 	 	 	 






7









 







	8.	 	Section 5.03(b) — Fixed Charge Coverage Ratio. As of the Test Date, the Fixed
Charge Coverage Ratio was ___:1.00. The minimum permitted Fixed Charge Coverage Ratio is (i) 1.50
to 1.00 as at the end of any fiscal quarter from March 31, 2009 through June 30, 2010 and (ii) 1.40
to 1.00 as at the end of any fiscal quarter from and after September 30, 2010.1
	 
	 	 	The Fixed Charge Coverage Ratio as of the Test Date was computed as follows:





	 	 	 	 	 	 	 	 	 
	     (a) Adjusted EBITDA of the Loan Parties for the
four consecutive fiscal quarter period ending on
the Test Date (the “Annual Period”) as calculated
in Section 5(b) above
	 	 	 	 	 	$	                    	 
	 
	 	 	 	 	 	 	 	 
	     (b) Operating lease expenses of the Borrowers and
their Subsidiaries paid during the Annual Period
	 	 	 	 	 	$	                    	 
	 
	 	 	 	 	 	 	 	 
	     (c) The aggregate amount of all Maintenance
Capital Expenditures made during the Annual
Period
	 	 	 	 	 	$	                    	 
	 
	 	 	 	 	 	 	 	 
	     (d) Cash taxes required to be paid by a Loan
Party during the Annual Period
	 	 	 	 	 	$	                    	 
	 
	 	 	 	 	 	 	 	 
	     (e) The aggregate amount of all Distributions made
during the Annual Period
	 	$	                    	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	     (f) Distributions to Parent made during the
Annual Period (up to $350,000,000 in the
aggregate for all Annual Periods)
which were used for the purchase of the stock of
Parent pursuant to the Permitted Stock Purchase
Program and the August 2007 Permitted Stock Purchase Program to the extent permitted by the Credit
Agreement during the Annual Period 
	 	$	                    	 	 	 	 	 
	 
	(not to exceed $350,000,000 in the aggregate for all Annual Periods)
	 
	 	 	 	 	 	 	 	 
	     (g) Adjusted amount of Distributions made during
the Annual Period [(e)-(f)]
	 	 	 	 	 	$	                    	 
	 
	 	 	 	 	 	 	 	 
	     (h) Numerator for Fixed Charge Coverage Ratio

[(a)+(b)-(c)-(d)-(g)]
	 	 	 	 	 	$	                    	 
	 
	 	 	 	 	 	 	 	 
	Divided by
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	(i) Fixed Charges for the Annual Period:
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	(i) Cash Interest Expense for the Annual Period
	 	 	 	 	 	$	                    	 








 




			
	1	 	For the avoidance of doubt, compliance with Sections 5.03(a) and 5.03(b) of
the Credit Agreement for periods prior to the Amendment Effective Date shall be determined in
accordance with the Existing Credit Agreement as in effect prior to the Amendment Effective Date
as defined in Amendment No. 6 to the Credit Agreement.




8









 










	 	 	 	 	 	 	 	 	 
	          (ii) Payments of principal on Indebtedness scheduled or
required to be paid during the Annual Period
	 	 	 	 	 	$	                              	 
	 
	 	 	 	 	 	 	 	 
	          (iii) The portion of payments, other than optional
payments, made under Capital Leases that should be treated
as payment of principal in accordance with GAAP required
to be paid during the Annual Period
	 	 	 	 	 	$	                              	 
	 
	 	 	 	 	 	 	 	 
	          (iv) Operating lease expenses of the Borrowers and their
Subsidiaries paid during the Annual Period
	 	 	 	 	 	$	                              	 
	 
	 	 	 	 	 	 	 	 
	equals (i) — Fixed Charges [(i)+(ii)+(iii)+(iv)]
	 	 	 	 	 	$	                              	 
	 
	 	 	 	 	 	 	 	 
	Fixed Charge Coverage Ratio equals [(h) ÷ (i)]
	 	 	 	 	 	 	                    :1.00	 







	9.	 	Section 5.03(c) — Minimum Net Worth. As of the Test Date, Net Worth is
$                    . As of the Test Date, the minimum required amount of Net Worth is
$                    .2
	 
	 	 	The minimum required amount of Net Worth as of the Test Date was computed as
follows:





	 	 	 	 	 	 	 	 	 
	     (a) $135,806,000.00; plus
	 	 	 	 	 	$	135,806,000.00	 
	 
	 	 	 	 	 	 	 	 
	     (b) Fifty percent (50%) of the cumulative sum of the Loan
Parties’ annual consolidated Net Income for each fiscal
quarter of the Borrowers ending after December 31, 2008
(excluding any quarter in which net income is negative);
plus
	 	 	 	 	 	$	                              	 
	 
	 	 	 	 	 	 	 	 
	     (c) Seventy percent (70%) of the Net Proceeds from
the issuance of Equity Securities by Parent or any other Loan
Party the proceeds of which are received from a Person that
is not a Loan Party from and after December 31, 2008
	 	 	 	 	 	$	                              	 
	 
	 	 	 	 	 	 	 	 
	     (d) Minimum
required Net Worth

[(a)+(b)+(c)]
	 	 	 	 	 	$	                              	 








 




			
	2	 	For the avoidance of doubt, compliance with Section 5.03(c) of the
Credit Agreement for any fiscal quarter ending prior to March 31, 2009 shall be determined in
accordance with the Existing Credit Agreement as in effect prior to the Amendment Effective
Date as defined in Amendment No. 6 to the Credit Agreement.






9











 





10. Section 5.03(d) — Maximum Capital Expenditures. The aggregate amount of Capital
Expenditures made by the Loan Parties in the four consecutive fiscal quarter period ending as of
the Test Date was $____________. The aggregate amount of such Capital Expenditures may not exceed
and has never exceed since the Amendment Effective Date as defined in Amendment No. 6 to the Credit
Agreement the amount set forth below opposite the applicable period3:



	 	 	 	 	 
	Four Consecutive Fiscal Quarter Period Ending	 	Maximum Capital Expenditures
	March 31, 2009

	 	$	120,000,000	 
	June 30, 2009

	 	$	120,000,000	 
	September 30, 2009

	 	$	105,000,000	 
	December 31, 2009

	 	$	70,000,000	 
	March 31, 2010

	 	$	95,000,000	 
	June 30, 2010

	 	$	95,000,000	 
	September 30, 2010

	 	$	95,000,000	 
	December 31, 2010 and thereafter

	 	$	70,000,000	 






11. No
Default. During the fiscal quarter ending on the Test Date, no Default or Event of Default
has occurred and is continuing, with the exceptions set forth below in response to which the
Borrowers have taken (or caused to be taken) or proposes to take (or cause to be taken) the
following actions (if none, so state):



      




      




[This Space Intentionally Left Blank]





 




			
	3	 	provided that (i) Capital Expenditures permitted for the four consecutive fiscal
quarter period ended as of December 31, 2009 may, to the extent not expended in such four
consecutive fiscal quarter period ended as of December 31, 2009, be carried over and expended in
fiscal year 2010 not to exceed $10,000,000 in the aggregate (which carry-over amount shall be added
in each fiscal quarter of 2010 (for example, if the full $10,000,000 amount were carried over to
fiscal year 2010, then each $95,000,000 amount in the chart above for the first three quarters of
2010 would be increased to $105,000,000, and the $70,000,000 amount for the four consecutive fiscal
quarter period ended as of December 31, 2010 would be increased to $80,000,000)) and (ii) from and
after the relevant sale described below, Capital Expenditures expended in a fiscal quarter to
construct a Capital Asset shall be excluded from the calculation of Capital Expenditures for each
four consecutive fiscal quarter period that includes such fiscal quarter to the extent such Capital
Asset is sold in a transaction permitted under clause (z) of Section 5.02(c)(i) of the Credit
Agreement with Net Proceeds in cash in an amount equal to or greater than such Capital Expenditures
within 6 months after the construction of such Capital Asset is completed.




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	 	 	Each of the undersigned, Responsible Officers of the Borrowers, in their capacity as such and not
in their individual capacities, on behalf of the Borrowers certifies that the
calculations made and the information contained herein are derived from the books and records of
the Borrowers and that each and every matter contained herein correctly reflects those books and
records.




	 	 	 	 	 
	 	Dated:                               , 20___



BORROWERS:



AMERICAN COMMERCIAL LINES LLC,

a Delaware limited liability company

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	JEFFBOAT LLC,

a Delaware limited liability company

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	ACL TRANSPORTATION SERVICES LLC,

a Delaware limited liability company (formerly

known as Louisiana Dock Company LLC)

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




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