EX-10.1






EXHIBIT 10.1




      




CREDIT AGREEMENT




among




AMERICAN COMMERCIAL LINES LLC,

JEFFBOAT LLC,

ACL TRANSPORTATION SERVICES LLC,




and




THE LENDERS NAMED HEREIN




and




WELLS FARGO BANK, NATIONAL ASSOCIATION,




as Administrative Agent, Security Trustee, Lead Arranger, L/C Issuer, Swing Line Lender and

Sole Bookrunner,




BANK OF AMERICA, N.A. and JPMORGAN CHASE BANK, N.A.,




as Co-Syndication Agents,




and




FORTIS CAPITAL CORP.

and

LASALLE BANK NATIONAL ASSOCIATION,




as Co-Documentation Agents




Dated as of April 27, 2007




      




 









 





TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page
	ARTICLE I. INTERPRETATION
	 	 	1	 
	 
	 	 	 	 
	1.01. Definitions
	 	 	1	 
	1.02. GAAP
	 	 	28	 
	1.03. Headings
	 	 	28	 
	1.04. Plural Terms
	 	 	28	 
	1.05. Time
	 	 	28	 
	1.06. Governing Law
	 	 	28	 
	1.07. Construction
	 	 	28	 
	1.08. Entire Agreement
	 	 	29	 
	1.09. Calculation of Interest and Fees
	 	 	29	 
	1.10. References
	 	 	29	 
	1.11. Other Interpretive Provisions
	 	 	29	 
	1.12. Rounding
	 	 	30	 
	1.13. Joint and Several Obligations
	 	 	30	 
	 
	 	 	 	 
	ARTICLE II. CREDIT FACILITY
	 	 	30	 
	 
	 	 	 	 
	2.01. Loan Facility
	 	 	30	 
	2.02. Letters of Credit
	 	 	36	 
	2.03. Swing Line
	 	 	45	 
	2.04. Amount Limitations, Commitment Reductions, Etc.
	 	 	47	 
	2.05. Fees
	 	 	48	 
	2.06. Prepayments
	 	 	49	 
	2.07. Other Payment Terms
	 	 	52	 
	2.08. Loan Accounts; Notes
	 	 	53	 
	2.09. Loan Funding
	 	 	54	 
	2.10. Pro Rata Treatment
	 	 	55	 
	2.11. Change of Circumstances
	 	 	56	 
	2.12. Taxes on Payments
	 	 	58	 
	2.13. Funding Loss Indemnification
	 	 	60	 
	2.14. Security
	 	 	61	 
	2.15. Replacement of the Lenders
	 	 	62	 
	 
	 	 	 	 
	ARTICLE III. CONDITIONS PRECEDENT
	 	 	62	 
	 
	 	 	 	 
	3.01. Initial Conditions Precedent
	 	 	62	 






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TABLE OF CONTENTS
(continued)





	 	 	 	 	 
	 	 	Page
	3.02. Conditions Precedent to each Credit Event
	 	 	62	 
	 
	 	 	 	 
	ARTICLE IV. REPRESENTATIONS AND WARRANTIES
	 	 	63	 
	 
	 	 	 	 
	4.01. Representations and Warranties
	 	 	63	 
	4.02. Reaffirmation
	 	 	71	 
	 
	 	 	 	 
	ARTICLE V. COVENANTS
	 	 	71	 
	 
	 	 	 	 
	5.01. Affirmative Covenants
	 	 	71	 
	5.02. Negative Covenants
	 	 	80	 
	5.03. Financial Covenants
	 	 	89	 
	 
	 	 	 	 
	ARTICLE VI. EVENTS OF DEFAULT
	 	 	90	 
	 
	 	 	 	 
	6.01. Events of Default
	 	 	90	 
	6.02. Remedies
	 	 	93	 
	 
	 	 	 	 
	ARTICLE VII. ADMINISTRATIVE AGENT, THE SECURITY TRUSTEE AND RELATIONS AMONG LENDERS
	 	 	94	 
	 
	 	 	 	 
	7.01. Appointment, Powers and Immunities
	 	 	94	 
	7.02. Reliance by the Administrative Agent
	 	 	95	 
	7.03. Defaults
	 	 	96	 
	7.04. Indemnification
	 	 	96	 
	7.05. Non-Reliance
	 	 	96	 
	7.06. Resignation of the Administrative Agent
	 	 	97	 
	7.07. Collateral Matters
	 	 	97	 
	7.08. Performance of Conditions
	 	 	98	 
	7.09. The Administrative Agent in its Individual Capacity
	 	 	98	 
	7.10. Collateral Matters/Lender Rate Contracts
	 	 	99	 
	7.11. NRG Intercreditor Agreement
	 	 	99	 
	 
	 	 	 	 
	ARTICLE
VIII. MISCELLANEOUS
	 	 	99	 
	 
	 	 	 	 
	8.01. Notices
	 	 	99	 
	8.02. Expenses
	 	 	101	 
	8.03. Indemnification
	 	 	102	 
	8.04. Waivers; Amendments
	 	 	103	 
	8.05. Successors and Assigns
	 	 	105	 
	8.06. Setoff; Security Interest
	 	 	110	 
	8.07. No Third Party Rights
	 	 	110	 






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TABLE OF CONTENTS
(continued)





	 	 	 	 	 
	 	 	Page
	8.08. Partial Invalidity
	 	 	110	 
	8.09. Jury Trial
	 	 	110	 
	8.10. Confidentiality
	 	 	110	 
	8.11. Counterparts
	 	 	111	 
	8.12. Consent to Jurisdiction
	 	 	111	 
	8.13. Relationship of Parties
	 	 	112	 
	8.14. Time
	 	 	112	 
	8.15. Waiver of Punitive Damages
	 	 	112	 
	8.16. USA PATRIOT Act
	 	 	112	 
	8.17. Clarification
	 	 	112	 
	8.18. Waivers and Agreements of Borrowers
	 	 	113	 







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CREDIT AGREEMENT




     THIS CREDIT AGREEMENT, dated as of April 27, 2007, is entered into 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 to this Agreement from time to
time (each a “Lender” and collectively, the “Lenders”); (3) WELLS FARGO BANK,
NATIONAL ASSOCIATION (“Wells Fargo”, as administrative agent for the Lenders (in such
capacity, the “Administrative Agent”)), as security trustee (in such capacity, the
“Security Trustee”), as lead arranger (in such capacity, the “Lead Arranger”), as
sole bookrunner, as L/C Issuer and as Swing Line Lender; (4) BANK OF AMERICA, N.A. and JPMORGAN
CHASE BANK, N.A., as co-syndication agents (in such capacity, the “Co-Syndication Agents”)
and (5) FORTIS CAPITAL CORP. and LASALLE BANK NATIONAL ASSOCIATION, as co-documentation agents (in
such capacity, the “Co-Documentation Agents”).



RECITALS




     A. The Borrowers have requested that the Lenders provide the credit facility set forth in this
Agreement to the Borrowers.



     B. The Lenders are willing to provide such credit facility upon the terms and subject to the
conditions set forth herein.



AGREEMENT




     NOW, THEREFORE, in consideration of the above Recitals and the mutual covenants herein
contained, the parties hereto hereby agree as follows:



ARTICLE I. INTERPRETATION.




     1.01. Definitions. Unless otherwise indicated in this Agreement or any other Credit
Document, each term set forth below, when used in this Agreement or any other Credit Document,
shall have the respective meaning given to that term below or in the provision of this Agreement or
other document, instrument or agreement referenced below.



     “ACL” shall have the meaning given to that term in clause (1) of the introductory
paragraph hereof.



     “ACLTS” shall have the meaning given to that term in clause (1) of the introductory
paragraph hereof.



     “Acquired Person” shall mean a Proposed Target that is the subject of a Permitted
Acquisition after the Closing Date.



     “Acquired Portion” shall have the meaning given to that term in Section
2.01(b)(v).



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     “Adjusted EBITDA” shall mean with respect to the Loan Parties, for any period, (a) Net
Income for such period, plus (without duplication) (b) to the extent deducted in determining such
Net Income for such period, the sum of the following for such period: (i) Interest Expense for such
period, (ii) expense for income taxes for such period, (iii) depreciation and amortization for such
period, (iv) non-recurring costs or expenses incurred during such period with respect to a
permitted financing or refinancing, Permitted Acquisition or other acquisition approved by the
Required Lenders, (v) an amount equal to the non-cash, share-based compensation deducted in
accordance with SFAS 123 for such period, (vi) extraordinary non-cash losses or charges for such
period (including non-cash transaction expenses, the amortization of debt discounts, losses from
impairment of tangible or intangible assets, translation gains or losses) and (vii) 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)),
and minus (without duplication) (c) to the extent added in determining such Net Income for
such period, the sum of the following for such period: (i) extraordinary gains realized during such
period and (ii) any non-cash income or non-cash gains during such 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. Pro forma credit shall be given for an Acquired Person’s Adjusted EBITDA
as if owned on the first day of the applicable period; companies (or identifiable business units or
divisions) sold, transferred or otherwise disposed of during any period will be treated as if not
owned during the entire applicable period.



     “Administrative Agent” shall have the meaning given to that term in clause (3) of the
introductory paragraph hereof.



     “Administrative Agent’s Fee Letter” shall mean the letter agreement dated as of March
28, 2007, between Parent and the Administrative Agent regarding certain fees payable by the
Borrowers to the Administrative Agent as expressly indicated therein.



     “Affiliate” shall mean, with respect to any Person, (a) each Person that, directly or
indirectly, owns or controls, whether beneficially or as a trustee, guardian or other fiduciary,
fifteen percent (15%) or more of any class of Equity Securities of such Person, (b) each Person
that controls, is controlled by or is under common control with such Person or any Affiliate of
such Person or (c) each of such Person’s officers, directors, managers, joint venturers and
partners; provided, however, that in no case shall the Administrative Agent, the
Security Trustee or any Lender be deemed to be an Affiliate of any Loan Party for purposes of this
Agreement. For the purpose of this definition, “control” of a Person shall mean the possession,
directly or indirectly, of the power to direct or cause the direction of its management or
policies, whether through the ownership of voting securities, by contract or otherwise.



     “Agreement” shall mean this Credit Agreement.



     “Anti-Terrorism Law” shall mean each of: (a) the Executive Order; (b) the Patriot Act;
(c) the Money Laundering Control Act of 1986, 18 U.S.C. Sect. 1956; and (d) any other



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Governmental Rule now or hereafter enacted to monitor, deter or otherwise prevent terrorism or
the funding or support of terrorism.



     “Applicable Lending Office” shall mean, with respect to any Lender, (a) in the case of
its Base Rate Loans, its Domestic Lending Office, and (b) in the case of its LIBOR Loans, its
Euro-Dollar Lending Office.



     “Applicable Margin” shall mean, with respect to each Loan (and with respect to the
calculation of Letter of Credit fees pursuant to Section 2.02(i)), the per annum margin
which is determined pursuant to the Pricing Grid. The Applicable Margin shall be determined as
provided in the Pricing Grid and may change as set forth in the definition of Pricing Grid.



     “Approved Fund” shall mean any Fund that is administered or managed by (a) a Lender,
(b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or
manages a Lender.



     “Assignee Lender” shall have the meaning given to that term in Section
8.05(c).



     “Assignment” shall have the meaning given to that term in Section 8.05(c).



     “Assignment Agreement” shall have the meaning given to that term in Section
8.05(c).



     “Assignment Effective Date” shall have, with respect to each Assignment Agreement, the
meaning set forth therein.



     “Assignor Lender” shall have the meaning given to that term in Section
8.05(c).



     “Base Rate” shall mean, on any day, the greater of (a) the Prime Rate in effect on
such date and (b) the Federal Funds Rate for such day plus one-half percent (0.50%).



     “Base Rate Loan” shall mean, at any time, a Revolving Loan which then bears interest
as provided in clause (i) of Section 2.01(d).



     “Borrower” and “Borrowers” shall have the meaning given to such terms in
clause (1) of the introductory paragraph hereof.



     “Borrowing” shall mean a Revolving Loan Borrowing or a Swing Line Borrowing, as the
context may require.



     “Business Day” shall mean any day on which (a) commercial banks are not authorized or
required to close in New York, New York and (b) if such Business Day is related to a LIBOR Loan,
dealings in Dollar deposits are carried out in the London interbank market.



     “Capital Adequacy Requirement” shall have the meaning given to that term in
Section 2.11(d).



     “Capital Asset” shall mean, with respect to any Person, any tangible fixed or capital
asset owned or leased (in the case of a Capital Lease) by such Person, or any expense incurred by
such



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Person that is required by GAAP to be reported as a non-current asset on such Person’s balance
sheet.



     “Capital Expenditures” shall mean, with respect to any Person and any period, all
amounts expended by such Person during such period to acquire or to construct Capital Assets
(including renewals, improvements and replacements, but excluding repairs in the ordinary course
that are expensed) computed in accordance with GAAP (including all amounts paid or accrued on
Capital Leases and other Indebtedness incurred or assumed to acquire Capital Assets).



     “Capital Leases” shall mean any and all lease obligations that, in accordance with
GAAP, are required to be capitalized on the books of a lessee.



     “Cash Collateralize” shall mean to pledge and deposit with or deliver to the
Administrative Agent, for the benefit of the L/C Issuer and the Lenders, as collateral subject to a
first priority security interest securing the Obligations, cash or deposit account balances in an
amount equal to the L/C Obligations pursuant to documentation in form and substance satisfactory to
the Administrative Agent and the L/C Issuer (which documents are hereby consented to by the
Lenders). Derivatives of such term shall have a corresponding meaning.



     “Cash Equivalents” shall mean:



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




          (b) Certificates of deposit maturing within one year from the date of acquisition thereof
issued by, or normal business bank accounts with, a commercial bank or trust company organized
under the laws of the United States of America or a state thereof or that is a Lender;
provided that (i) such deposits are denominated in Dollars, (ii) such bank or trust company
has capital, surplus and undivided profits of not less than $100,000,000 and (iii) such bank or
trust company has certificates of deposit or other debt obligations rated at least A-1 (or its
equivalent) by Standard and Poor’s Ratings Services or P-1 (or its equivalent) by Moody’s Investors
Service, Inc.;




          (c) Open market commercial paper maturing within 270 days from the date of acquisition thereof
issued by a corporation organized under the laws of the United States of America or a state
thereof; provided such commercial paper is rated at least A-1 (or its equivalent) by
Standard and Poor’s Ratings Services or P-1 (or its equivalent) by Moody’s Investors Service, Inc.;




          (d) Any repurchase agreement entered into with a commercial bank or trust company organized
under the laws of the United States of America or a state thereof or that is a Lender;
provided that (i) such bank or trust company has capital, surplus and undivided profits of
not less than $100,000,000, (ii) such bank or trust company has certificates of deposit or other
debt obligations rated at least A-1 (or its equivalent) by Standard and Poor’s Ratings Services or

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P-1 (or its equivalent) by Moody’s Investors Service, Inc., (iii) the repurchase obligations
of such bank or trust company under such repurchase agreement are fully secured by a perfected
security interest in a security or instrument of the type described in clause (a), (b) or (c) above
and (iv) such security or instrument so securing the repurchase obligations has a fair market value
at the time such repurchase agreement is entered into of not less than 100% of such repurchase
obligations; and




          (e) Shares of any money market, mutual or similar fund that has all or at least 90% of its
assets invested continuously in the types of investments referred to in clauses (a) through (d)
above.




     “Change of Control” shall mean the occurrence of any one or more of the following:



          (a) The acquisition after the Closing Date of ownership, directly or indirectly, beneficially
or of record, by any person or group (within the meaning of the Securities Exchange Act of 1934 and
the rules of the Securities and Exchange Commission thereunder as in effect on the date hereof), of
Equity Securities representing more than 35% of the aggregate ordinary voting power represented by
the issued and outstanding Equity Securities of any Loan Party, or




          (b) The occupation after the Closing Date of a majority of the seats (other than vacant seats)
on the board of directors or other governing body of any Loan Party by persons who were neither (i)
nominated by the board of directors or other governing body of such Loan Party nor (ii) appointed
by directors or members of such other or other governing body so nominated, or




          (c) The acquisition after the Closing Date of direct or indirect control of any Loan Party by
any person or group, or




          (d) Parent shall cease to (i) beneficially own and control, directly or indirectly, one
hundred percent (100%) of the Equity Securities of Commercial Barge Line Company or a Borrower or
(ii) control the board of directors of such Borrower or any other governing body of Commercial
Barge Line Company or such Borrower, or




          (e) The Loan Parties shall cease to own directly or indirectly one hundred percent (100%) of
the Equity Securities of any Subsidiary of a Borrower, or




          (f) A Loan Party merges or consolidates with or into any other Person (other than another Loan
Party to the extent permitted in this Agreement), with the effect that immediately after such
transaction the stockholders of such Loan Party immediately prior to such transaction hold less
than 75% of the total voting power entitled to vote in the election of directors, managers or
trustees of the Person surviving such transaction, or




          (g) All or substantially all of the assets of a Loan Party are sold in a single transaction or
series or related transactions to any Person other than another Loan Party, or




          (h) A “change of control” or “change in control” as defined in any document governing
Indebtedness of any Loan Party which gives the holders of such Indebtedness the right

-5-









 








to accelerate or otherwise require payment of such Indebtedness prior to the maturity date
thereof.




          For the purpose of this definition, “control” of a Person shall mean the possession, directly
or indirectly, of the power to direct or cause the direction of its management or policies, whether
through the ownership of voting securities, by contract or otherwise.




     “Change of Law” shall have the meaning given to that term in Section 2.11(b).



     “Closing Date” shall mean the time and Business Day on which all conditions precedent
in Section 3.01 have been satisfied or waived.



     “Co-Documentation Agents” shall have the meaning given to that term in clause (5) of
the introductory paragraph hereof.



     “Collateral” shall mean all property in which the Administrative Agent, the Security
Trustee or any Lender has a Lien to secure the Obligations or the Guaranty.



     “Commercial Letter of Credit” shall mean any documentary letter of credit issued by
the L/C Issuer under this Agreement, either as originally issued or as the same may be
supplemented, modified, amended, extended, restated or supplanted.



     “Commitment Fee” shall have the meaning given to that term in Section 2.05(b).



     “Commitment Fee Percentage” shall mean, with respect to the Revolving Loan Commitments
at any time, the per annum percentage which is used to calculate Commitment Fees for such Revolving
Loan Commitments determined pursuant to the Pricing Grid.



     “Communications” shall have the meaning set forth in Section 8.01(b).



     “Compliance Certificate” shall have the meaning given to that term in Section
5.01(a)(iii).



     “Confidential Information” shall mean information delivered to any Lender or the
Administrative Agent by or on behalf of any Loan Party pursuant to the Credit Documents that is
proprietary in nature and that is clearly marked or labeled as being confidential information of
such Loan Party and financial statements and information provided pursuant to Section
5.02(d)(ii)(E); provided; however, that such term does not include information
that (a) was publicly known or otherwise known to the receiving party prior to the time of such
disclosure, (b) subsequently becomes publicly known through no act or omission by the receiving
party or any person acting on its behalf, (c) otherwise becomes known to the receiving party other
than through disclosure by any Loan Party or (d) constitutes financial statements delivered to the
Lenders and the Administrative Agent under Section 5.01(a) that are otherwise publicly
available.



     “Contingent Obligation” shall mean, with respect to any Person, (a) any Guaranty
Obligation of that Person; and (b) any direct or indirect obligation or liability, contingent or
otherwise, of that Person (i) in respect of any Surety Instrument issued for the account of that



-6-









 







Person or as to which that Person is otherwise liable for reimbursement of drawings or
payments, (ii) as a partner or joint venturer in any partnership or joint venture where there is
direct recourse against such Person, or (iii) in respect to any Rate Contract that is not entered
into in connection with a bona fide hedging operation that provides offsetting benefits to such
Person. The amount of any Contingent Obligation shall (subject, in the case of Guaranty
Obligations, to the last sentence of the definition of “Guaranty Obligation”) be deemed equal to
the maximum reasonably anticipated liability in respect thereof (which in the case of contingent
indemnity obligations shall be deemed to be zero except to the extent a claim is made or such
Person is otherwise required to perform such obligations), and shall, with respect to item (b)(iii)
of this definition be marked to market on a current basis.



     “Contractual Obligation” of any Person shall mean, any indenture, note, lease, loan
agreement, security, deed of trust, mortgage, security agreement, guaranty, or any other material
instrument, contract, agreement or other form of contractual obligation or undertaking to which
such Person is a party or by which such Person or any of its property is bound.



     “Control Agreement” a control agreement among a Borrower or a Guarantor, a depository
bank or securities intermediary, as the case may be, and the Administrative Agent, substantially in
the form of Exhibit N or in such other form as shall be acceptable to the Administrative
Agent.



     “Co-Syndication Agents” shall have the meaning given to that term in clause (4) of the
introductory paragraph hereof.



     “Credit Documents” shall mean and include this Agreement, the Notes, the Guaranty, the
Security Documents, each Letter of Credit Application, each Notice of Borrowing, each Notice of
Interest Period Selection, each Notice of Conversion, all Lender Rate Contracts, the Perfection
Certificate, the Environmental Indemnity Agreement, the NRG Intercreditor Agreement, the
Administrative Agent’s Fee Letter, all other documents, instruments and agreements delivered to the
Administrative Agent, the Security Trustee or any Lender pursuant to Section 3.01 and all
other documents, instruments and agreements delivered by any Loan Party to the Administrative
Agent, the Security Trustee or any Lender in connection with this Agreement or any other Credit
Document on or after the date of this Agreement, including, without limitation, any amendments,
consents or waivers, as the same may be amended, restated, supplemented or modified from time to
time.



     “Credit Event” shall mean the making of any Loan (including a Swing Line Loan); the
making of an L/C Credit Extension; the conversion of any Loan into a LIBOR Loan; or the selection
of a new Interest Period for any LIBOR Loan.



     “Debtor Relief Laws” shall mean the Bankruptcy Code of the United States of America,
and all other applicable liquidation, conservatorship, bankruptcy, moratorium, rearrangement,
receivership, insolvency, reorganization, or similar debtor relief Governmental Rules from time to
time in effect affecting the rights of creditors generally.



     “Decreasing Lender” shall have the meaning given to that term in Section
2.01(b)(v).



-7-









 





     “Default” shall mean any event or circumstance not yet constituting an Event of
Default which, with the giving of any notice or the lapse of any period of time or both, would
become an Event of Default.



     “Default Rate” shall have the meaning given to that term in Section 2.07(c).



     “Defaulting Lender” shall mean a Lender that (a) has failed to fund its portion of any
Borrowing, any participations in Letters of Credit or participations in Swing Line Loans required
to be funded by it under this Agreement and has continued in such failure for three Business Days
after written notice from the Administrative Agent, (b) has otherwise failed to pay over to the
Administrative Agent or any other Lender any other amount required to be paid by it hereunder
within three Business Days of the date when due, unless the subject of a good faith dispute, or (c)
has been deemed insolvent or become the subject of a receivership, bankruptcy or insolvency
proceeding.



     “Designated Person” shall mean any Person who (i) is named on the list of Specially
Designated Nationals or Blocked Persons maintained by the U.S. Department of the Treasury’s Office
of Foreign Assets Control and/or any other similar lists maintained by the U.S. Department of the
Treasury’s Office of Foreign Assets Control pursuant to authorizing statute, executive order or
regulation, (ii) (A) is a Person whose property or interest in property is blocked or subject to
blocking pursuant to Section 1 of the Executive Order or any related legislation or any other
similar executive order(s) or (B) engages in any dealings or transactions prohibited by Section 2
of the Executive Order or is otherwise associated with any such Person in any manner violative of
Section 2 of the Executive Order or (iii)(X) is an agency of the government of a country, (Y) an
organization controlled by a country, or (Z) a Person resident in a country that is subject to a
sanctions program identified on the list maintained by the U.S. Department of the Treasury’s Office
of Foreign Assets Control, or as otherwise published from time to time, as such program may be
applicable to such agency, organization or Person.



     “Distributions” shall mean the declaration or (without duplication) payment of any
distributions or dividends (in cash, property or obligations) on, or other payments on account of,
or the setting apart of money for a sinking or other analogous fund for, or the purchase,
redemption, retirement or other acquisition of, any membership interests or shares of any class of
Equity Securities of any Loan Party or of any warrants, options or other rights to acquire the same
(or to make any payments to any Person, such as “phantom membership” or “phantom stock” payments,
where the amount is calculated with reference to the fair market or equity value of any Loan
Party), but excluding distributions or dividends payable solely in membership interests or shares
of common stock of any Loan Party.



     “Dollars” and “$” shall mean the lawful currency of the United States of
America and, in relation to any payment under this Agreement, same day or immediately available
funds.



     “Domestic Lending Office” shall mean, with respect to any Lender, (a) initially, its
office designated as such in Schedule I (or, in the case of any Lender which becomes a
Lender pursuant to Section 2.01(b) or by an assignment pursuant to Section 8.05(c),
its office designated as such in the applicable documentation executed pursuant to those Sections,
as applicable) and (b) subsequently, such other office or offices as such Lender may designate to
the Administrative



-8-









 







Agent as the office at which such Lender’s Base Rate Loans will thereafter be maintained and
for the account of which all payments of principal of, and interest on, such Lender’s Base Rate
Loans will thereafter be made.



     “Domestic Subsidiary” shall mean each direct or indirect Subsidiary of Parent,
Commercial Barge Line Company or a Borrower which is organized under the laws of the United States
of America or any state thereof or the District of Columbia.



     “Due Inquiry” shall mean any and all inquiry, investigation and analysis which a
reasonably prudent Person would undertake and complete with diligence with the intent of coming to
as complete an understanding as reasonably practical of facts or circumstances, and shall include,
but shall not be limited to, a review of relevant records in such Person’s possession and inquiry
of appropriate employees, officers and directors of such Person’s company.



     “Effective Amount” shall mean (i) with respect to Revolving Loans and Swing Line Loans
on any date, the aggregate outstanding principal amount thereof after giving effect to (A) any
borrowings and prepayments or repayments of Revolving Loans and Swing Line Loans and (B) with
respect to Swing Line Loans, any risk participation amongst the Lenders, as the case may be,
occurring on such date; and (ii) with respect to any L/C Obligations on any date, the amount of
such L/C Obligations on such date after giving effect to any L/C Credit Extension occurring on such
date and any other changes in the aggregate amount of the L/C Obligations as of such date,
including as a result of any reimbursements of outstanding unpaid drawings under any Letters of
Credit or any reductions in the maximum amount available for drawing under Letters of Credit taking
effect on such date.



     “Eligible Assignee” shall mean (a) any Lender, any Affiliate of any Lender and any
Approved Fund of any Lender; and (b) a Person that is (i) a commercial bank, savings and loan
association or savings bank organized under the laws of the United States of America, or any state
thereof, and having a combined capital and surplus of at least $100,000,000, (ii) a commercial bank
organized under the laws of any other country which is a member of the Organization for Economic
Cooperation and Development (the “OECD”), or a political subdivision of any such country,
and having a combined capital and surplus of at least $100,000,000; provided that such bank
is acting through a branch or agency located in the country in which it is organized or another
country which is also a member of the OECD, or (iii) a Person that is primarily engaged in the
business of commercial lending and that is (x) a Subsidiary of a Lender, (y) a Subsidiary of a
Person of which a Lender is a Subsidiary, or (z) a Person of which a Lender is a Subsidiary;
provided that notwithstanding the foregoing, “Eligible Assignee” shall not include any Loan
Party or any Affiliate of a Loan Party.



     “Environmental Damages” shall mean all claims, judgments, damages, losses, penalties,
liabilities (including strict liability), costs and expenses, including costs of investigation,
remediation, defense, settlement and reasonable attorneys’ fees and consultants’ fees, that are
incurred at any time (a) as a result of the existence of any Hazardous Material upon, about or
beneath any real property owned by any Loan Party or migrating or threatening to migrate to or from
any such real property, (b) arising from any investigation, proceeding or remediation of any
location at which the Loan Parties or any predecessors are alleged to have directly or indirectly
disposed of Hazardous Materials, (c) arising in any manner whatsoever out of any violation of



-9-









 







Environmental Laws by any Loan Party or with respect to any Vessel or real property owned or
used by any Loan Party, (d) as a result of the existence of any Hazardous Material upon, about or
released from (i) any Vessel or (ii) any vessel (other than a Vessel) which is involved in any
collision or other accident between a Vessel and such other vessel or (e) as a result of any
incident of navigation or operation.



     “Environmental Indemnity Agreement” means that certain Environmental Indemnity
Agreement, dated as of the date hereof, by the Borrowers and Guarantors in favor of the
Administrative Agent, the Security Trustee and the Lenders.



     “Environmental Laws” shall mean all Governmental Rules and Governmental Authorizations
relating to the preservation or protection of human health and safety and the environment,
including without limitation, the common law as it establishes standards of conduct and duties of
care, the Clean Air Act, 42 U.S.C. Section 7401 et seq.; the Federal Water
Pollution Control Act, 33 U.S.C. Section 1251 et seq.; the Oil Pollution Act, 33
U.S.C. Section 2702 et seq., the Resource Conservation and Recovery Act, 42 U.S.C.
Section 6901 et seq.; the Comprehensive Environmental Response, Compensation and
Liability Act of 1980 (“CERCLA”), 42 U.S.C. Section 9601 et seq.; the Toxic
Substances Control Act, 15 U.S.C. Section 2601 et seq.; the Occupational Safety and
Health Act, 29 U.S.C. Section 651; the Emergency Planning and Community Right-to-Know Act of 1986,
42 U.S.C. Section 11001 et seq.; the Mine Safety and Health Act of 1977, 30 U.S.C.
Section 801 et seq.; the Safe Drinking Water Act, 42 U.S.C. Section 300f et
seq., each as amended; and including all Governmental Rules pertaining to the reporting,
licensing, permitting, transportation, storage, disposal, investigation or remediation of
emissions, discharges, releases, or threatened releases of Hazardous Materials into the air, land,
surface water, groundwater, or any other water, or relating to the manufacture, processing,
distribution, use, treatment, storage, disposal, transportation or handling of Hazardous Materials.



     “Environmental Permits” means any permit, approval, identification number, license or
other authorization required under any Environmental Law.



     “Equity Securities” of any Person shall mean (a) all common stock, preferred stock,
participations, shares, partnership interests, limited liability company interests or other equity
interests in and of such Person (regardless of how designated and whether or not voting or
non-voting) and (b) all warrants, options and other rights to acquire any of the foregoing.



     “ERISA” shall mean the Employee Retirement Income Security Act of 1974.



     “ERISA Affiliate” shall mean any Person that is treated as a single employer with any
Loan Party under Sections 414(b) or (c) of the IRC (and Sections 414(m) and (o) of the IRC for
purposes of the provisions relating to Section 412 of the IRC).



     “ERISA Event” shall mean (a) a Reportable Event with respect to a Pension Plan; (b) a
withdrawal by any Loan Party or any ERISA Affiliate from a Pension Plan subject to Section 4063 of
ERISA during a plan year in which it was a “substantial employer” (as defined in Section 4001(a)(2)
of ERISA) or a cessation of operations that is treated as such a withdrawal under Section 4062(e)
of ERISA which could give rise to any liability with respect to such



-10-









 







withdrawal; (c) a complete or partial withdrawal by a Loan Party or any ERISA Affiliate from a
Multiemployer Plan or notification that a Multiemployer Plan is in reorganization; (d) the filing
of a notice of intent to terminate, the treatment of a Pension Plan or Multiemployer Plan amendment
as a termination under Sections 4041 or 4041A of ERISA, or the commencement of proceedings to
terminate a Pension Plan or Multiemployer Plan; (e) an event or condition which could constitute
grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to
administer, any Pension Plan or Multiemployer Plan; or (f) the imposition of any liability under
Title IV of ERISA, other than PBGC premiums due but not delinquent under Section 4007 of ERISA,
upon a Loan Party or any ERISA Affiliate.



     “Euro-Dollar Lending Office” shall mean, with respect to any Lender, (a) initially,
its office designated as such in Schedule I (or, in the case of any Lender which becomes a
Lender pursuant to Section 2.01(b) or by an assignment pursuant to Section 8.05(c),
its office designated as such in the applicable documentation executed pursuant to those Sections,
as applicable) and (b) subsequently, such other office or offices as such Lender may designate to
the Administrative Agent as the office at which such Lender’s LIBOR Loans will thereafter be
maintained and for the account of which all payments of principal of, and interest on, such
Lender’s LIBOR Loans will thereafter be made.



     “Event of Default” shall have the meaning given to that term in Section 6.01.



     “Evergreen Letter of Credit” shall have the meaning given to that term in Section
2.02(b)(iii).



     “Executive Order” shall mean Executive Order No. 13224 on Terrorist Financings: -
Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten To Commit, or
Support Terrorism issued on 23rd September, 2001.



     “Existing Letters of Credit” means the letters of credit described on Schedule
II and previously issued by Bank of America, N.A.



     “Federal Funds Rate” shall mean, for any day, the rate per annum (rounded upwards to
the nearest 1/16 of 1%) equal to the weighted average of the rates on overnight Federal funds
transactions with members of the Federal Reserve System arranged by Federal funds brokers on such
day, as published by the Federal Reserve Bank on the Business Day next succeeding such day;
provided, that (a) if such day is not a Business Day, the Federal Funds Rate for such day
shall be such rate on such transactions on the next preceding Business Day as so published on the
next succeeding Business Day, and (b) if no such rate is so published on such next succeeding
Business Day, the Federal Funds Rate for such day shall be the average rate charged to Wells Fargo
on such day on such transactions as determined by the Administrative Agent.



     “Federal Reserve Board” shall mean the Board of Governors of the Federal Reserve
System.



     “Financial Statements” shall mean, with respect to any accounting period for any
Person, statements of income and cash flows (and, in the case of financial statements in respect of
a fiscal year, statements of retained earnings, or stockholders’ equity or members’ equity or
partners’ capital) of such Person for such period, and a balance sheet of such Person as of the end



-11-









 







of such period, setting forth in each case in comparative form figures for the corresponding
period in the preceding fiscal year if such period is less than a full fiscal year or, if such
period is a full fiscal year, corresponding figures from the preceding annual audited financial
statements and, in each case, corresponding figures from the comparable budgeted and projected
figures for such period, all prepared in reasonable detail and in accordance with GAAP.



     “Fixed Charge Coverage Ratio” shall mean, for any four consecutive fiscal quarter
period, (a) the aggregate of Adjusted EBITDA for such period plus operating lease expenses
of the Borrowers and their Subsidiaries paid during such period minus the sum of (x) the
aggregate amount of all Maintenance Capital Expenditures made during such period, (y) cash taxes
required to be paid by a Loan Party during such period, and (z) the aggregate amount of all
Distributions made during such period, divided by (b) Fixed Charges for such period.



     “Fixed Charges” shall mean, for any period, the sum, for the Loan Parties (determined
on a consolidated basis without duplication), of the following items: (a) cash Interest Expense for
such period, (b) payments of principal on Indebtedness scheduled or required to be paid during such
period, (c) 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 such
period, and (d) operating lease expenses of the Borrowers and their Subsidiaries paid during such
period.



     “Foreign Plan” shall mean any employee benefit plan maintained or contributed to by
any Loan Party or any ERISA Affiliate which is mandated or governed by any Governmental Rule of any
Governmental Authority other than the United States.



     “Foreign Subsidiary” shall mean each direct or indirect Subsidiary of a Borrower or a
Guarantor which is organized in a jurisdiction other than the United States of America or any state
thereof.



     “Fund” shall mean any Person (other than a natural person) that is (or will be)
engaged in making, purchasing, holding or otherwise investing in commercial loans and similar
extensions of credit in the ordinary course of its business.



     “GAAP” shall mean generally accepted accounting principles and practices as in effect
in the United States of America from time to time, consistently applied.



     “Governmental Authority” shall mean any international, domestic or foreign national,
state or local government, any political subdivision thereof, any department, agency, authority
(including any tax authority) or bureau of any of the foregoing, or any other entity exercising
executive, legislative, judicial, regulatory, tax or administrative functions of or pertaining to
government, including, without limitation, the U.S. Coast Guard, International Maritime
Organization, the Federal Deposit Insurance Corporation, the Federal Reserve Board, the Comptroller
of the Currency, any central bank or any comparable authority.



     “Governmental Authorization” shall mean any permit, license, registration, approval,
finding of suitability, authorization, plan, directive, order, consent, exemption, waiver, consent
order or consent decree of or from, or notice to, action by or filing with, any Governmental
Authority.



-12-









 





     “Governmental Charges” shall mean, with respect to any Person, all levies,
assessments, fees, claims or other charges imposed by any Governmental Authority upon such Person
or any of its property or otherwise payable by such Person.



     “Governmental Rule” shall mean any law, rule, regulation, ordinance, order, code
interpretation, judgment, decree, directive, Governmental Authorization, guidelines, policy or
similar form of decision of any Governmental Authority.



     “Guarantor” shall mean Parent, Commercial Barge Line Company, American Commercial
Barge Line LLC and each now existing or hereafter acquired or created direct or indirect Domestic
Subsidiary which becomes a party to the Guaranty.



     “Guaranty” shall mean the Guaranty Agreement among Parent, Commercial Barge Line
Company, American Commercial Barge Line LLC and each other direct or indirect Domestic Subsidiary
party thereto, substantially in the form of Exhibit O. It being understood that as of the
Closing Date the Phased-Out Entities that are Domestic Subsidiaries are not required to be party to
the Guaranty, subject to Section 5.01(i).



     “Guaranty Obligation” shall mean, with respect to any Person, any direct or indirect
liability of that Person with respect to any indebtedness, lease, dividend, letter of credit or
other obligation (the “primary obligations”) of another Person (the “primary obligor”), including
any obligation of that Person, whether or not contingent, (a) to purchase, repurchase or otherwise
acquire such primary obligations or any property constituting direct or indirect security therefor,
or (b) to advance or provide funds (i) for the payment or discharge of any such primary obligation,
or (ii) to maintain working capital or equity capital of the primary obligor or otherwise to
maintain the net worth or solvency or any balance sheet item, level of income or financial
condition of the primary obligor, or (c) to purchase property, securities or services primarily for
the purpose of assuring the owner of any such primary obligation of the ability of the primary
obligor to make payment of such primary obligation, or (d) otherwise to assure or hold harmless the
holder of any such primary obligation against loss in respect thereof, provided that the term
“Guaranty Obligation” shall not include endorsements for collection or deposit in the ordinary
course of business. The amount of any Guaranty Obligation shall be deemed equal to the stated or
determinable amount of the primary obligation in respect of which such Guaranty Obligation is made
or, if not stated or if indeterminable, the maximum liability in respect thereof (which in the case
of the obligations described in clause (d) above shall be deemed to be zero except to the extent a
claim is made or such Person is otherwise required to perform such obligations).



     “Hall Street Terminal” shall mean the Hall Street Terminal at North St. Louis,
Missouri.



     “Hazardous Materials” shall mean all pollutants, contaminants and other materials,
substances and wastes which are hazardous, toxic, caustic, harmful or dangerous to human health or
the environment, including petroleum and petroleum products and byproducts, radioactive materials,
asbestos, polychlorinated biphenyls, including without limitation, all materials, substances and
wastes which are classified or regulated as “hazardous,” “toxic” or similar descriptions under any
Environmental Law.



-13-









 





     “Honor Date” shall have the meaning given to that term in Section 2.02(c)(i).



     “ICC” shall have the meaning given to that term in Section 2.02(h).



     “Increasing Lenders” shall have the meaning given to that term in Section
2.01(b)(i).



     “Indebtedness” of any Person shall mean, without duplication:



          (a) All obligations of such Person evidenced by notes, bonds, debentures or other similar
instruments and all other obligations of such Person for borrowed money (including obligations to
repurchase receivables and other assets sold with recourse);




          (b) All obligations of such Person 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;




          (c) All obligations of such Person under conditional sale or other title retention agreements
with respect to property acquired by such Person (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);




          (d) All obligations of such Person as lessee under or with respect to Capital Leases and
synthetic leases;




          (e) All obligations of such Person, contingent or otherwise, under or with respect to Surety
Instruments;




          (f) All obligations of such Person, contingent or otherwise, under or with respect to Rate
Contracts on a marked to market basis;




          (g) All Unfunded Pension Liabilities of such Person;




          (h) All obligations of such Person with respect to letters of credit, whether drawn or
undrawn, contingent or otherwise;




          (i) All Guaranty Obligations of such Person with respect to the obligations of other Persons
of the types described in clauses (a) — (h) above and all other Contingent Obligations of such
Person; and




          (j) All obligations of other Persons of the types described in clauses (a) — (i) 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
such Person, even though such Person has 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’


-14-









 






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)).




     “Indemnitees” shall have the meaning given to that term in Section 8.03.



     “Intellectual Property Security Agreement” shall mean that certain Intellectual
Property Security Agreement, dated as of the date hereof, among the Borrowers, each Guarantor party
thereto and the Administrative Agent, substantially in the form of Exhibit M.



     “Interest Expense” shall mean, for any period, the sum, for the Loan Parties
(determined on a consolidated basis without duplication in accordance with GAAP), of the following:
(a) all interest, fees, charges and related expenses payable during such period to any Person in
connection with Indebtedness or the deferred purchase price of assets that is treated as interest
in accordance with GAAP, (b) the portion of rent actually paid during such period under Capital
Leases that should be treated as interest in accordance with GAAP and (c) the net amounts payable
(or minus the net amounts receivable) under Rate Contracts accrued during such period
(whether or not actually paid or received during such period).



     “Interest Period” shall mean, with respect to each LIBOR Loan, the time periods
selected by the Borrowers pursuant to Section 2.01(c), Section 2.01(e) or
Section 2.01(f) commencing on the first day of such Loan or the effective date of any
conversion to or continuation as a LIBOR Loan and ending on the last day of such time period, and
thereafter, each subsequent time period selected by the Borrowers pursuant to Section
2.01(f) that commences on the last day of the immediately preceding time period and ends on the
last day of such subsequent time period.



     “Investment” of any Person shall mean any loan or advance of funds by such Person to
any other Person (other than advances to employees of such Person for moving and travel expenses,
drawing accounts and similar expenditures in the ordinary course of business), any purchase or
other acquisition of any Equity Securities or Indebtedness of any other Person, any capital
contribution by such Person to or any other investment by such Person in any other Person and any
Guaranty Obligations of such Person with respect to obligations of such other Person and any
indebtedness of such Person of the type described in clause (i) of the definition of “Indebtedness”
on behalf of any other Person; provided, however, that Investments shall not
include (a) accounts receivable or other indebtedness owed by customers of such Person (other than
a Borrower or any Subsidiary) that are current assets and arose from sales of inventory in the
ordinary course of such Person’s business, or (b) prepaid expenses of such Person incurred and
prepaid in the ordinary course of business.



     “IRC” shall mean the Internal Revenue Code of 1986.



     “Jeffboat” shall have the meaning given to that term in clause (1) of the introductory
paragraph hereof.



-15-









 





     “Jeffboat Sale and Leaseback Transactions” shall mean sales by Jeffboat of barges or
other equipment manufactured by Jeffboat or any other Borrower or Guarantor to a third party, which
barges or other equipment are then leased back to a Borrower or a Subsidiary.



     “Joint Venture” shall mean a joint venture, limited liability company, corporation,
partnership or other entity (other than a Subsidiary) in which a Loan Party and one or more other
Persons who are not Loan Parties have ownership interests. “Joint Venture” shall include any
direct or indirect Subsidiary of Parent which Subsidiary is not wholly owned, either directly or
indirectly, by Parent.



     “L/C Advance” shall mean, with respect to each Lender, such Lender’s participation in
any L/C Borrowing in accordance with its Revolving Proportionate Share.



     “L/C Borrowing” shall mean an extension of credit resulting from a drawing under any
Letter of Credit which has not been reimbursed on the date when made or refinanced as a Revolving
Loan Borrowing.



     “L/C Credit Extension” shall mean, with respect to any Letter of Credit, the issuance
thereof, the amendment thereof, the extension of the expiry date thereof, or the renewal or
increase of the amount thereof.



     “L/C Issuer” shall mean Wells Fargo (or Trade Bank, as agent for Wells Fargo) in its
capacity as issuer of Letters of Credit hereunder (other than the Existing Letters of Credit), or
any successor issuer of Letters of Credit hereunder; provided that subject to the terms of
this Agreement, with respect to the Existing Letters of Credit only, the L/C Issuer shall mean Bank
of America, N.A. in its capacity as the issuer of the Existing Letters of Credit.



     “L/C Obligations” shall mean, as at any date of determination, the aggregate undrawn
face amount of all outstanding Letters of Credit plus the aggregate of all Unreimbursed
Amounts, including all L/C Borrowings.



     “Lead Arranger” shall have the meaning given to that term in clause (3) of the
introductory paragraph hereof.



     “Lender” and “Lenders” shall have the meaning given to such terms in clause
(2) of the introductory paragraph hereof and includes the L/C Issuer, the Swing Line Lender, and
each Affiliate of a Lender that is party to a Lender Rate Contract or providing any Lender Bank
Products (unless the context otherwise requires).



     “Lender Bank Products” shall mean each and any of the following types of services or
facilities extended to the Loan Parties by any Lender or any Affiliate of any Lender: (a)
commercial credit cards; (b) cash management services (including controlled disbursement services,
ACH transactions, and interstate depository network services), (c) returned items; and (d) foreign
exchange services and facilities.



     “Lender Rate Contract(s)” shall mean one or more Rate Contracts with respect to the
Indebtedness evidenced by this Agreement between a Borrower or the Borrowers and one or more of the
Lenders (or an Affiliate of a Lender, whether or not such Lender subsequently ceases



-16-









 







to be a “Lender” hereunder for any reason), on terms acceptable to such Borrower or the
Borrowers and that Lender or Lenders (or Affiliate(s)). Each Lender Rate Contract shall be a
Credit Document and shall be secured by the Liens created by the Security Documents to the extent
set forth in Section 2.14(a).



     “Letter of Credit” shall mean any letter of credit issued hereunder. A Letter of
Credit may be a Commercial Letter of Credit or a Standby Letter of Credit.



     “Letter of Credit Application” shall mean an application and agreement (including any
master letter of credit agreement) for the issuance or amendment of a Letter of Credit in the form
from time to time in use by the L/C Issuer.



     “Letter of Credit Expiration Date” shall mean the day that is twenty-five days prior
to the Maturity Date (or, if such day is not a Business Day, the next preceding Business Day).



     “Letter of Credit Sublimit” shall mean an amount equal to the lesser of (a)
$35,000,000 and (b) the Total Revolving Loan Commitment. The Letter of Credit Sublimit is part of,
and not in addition to, the Total Revolving Loan Commitment.



     “LIBOR Loan” shall mean, at any time, a Revolving Loan which then bears interest as
provided in clause (ii) of Section 2.01(d).



     “LIBOR Rate” shall mean, with respect to any Interest Period for the LIBOR Loans in
any Revolving Loan Borrowing consisting of LIBOR Loans, 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
appearing on the Telerate Page 3750 (or such other display screen as may replace Page 3750 on
Telerate Access Service or any successor publication) on the second Business Day prior to the first
day of such Interest Period at or about 11:00 a.m. (London time) (or as soon thereafter as
practicable) (for delivery on the first day of such Interest Period) for a term comparable to such
Interest Period, divided by (b) one minus the Reserve Requirement for such Loans in effect
from time to time. 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
second Business Day prior to the commencement of such Interest Period at or about 10:00 a.m. (for
delivery on the first day of such Interest Period) for a term comparable to such Interest Period
and in an amount approximately equal to the amount of the Loan to be made or funded by the
Administrative Agent as part of such Borrowing. The LIBOR Rate shall be adjusted automatically as
to all LIBOR Loans then outstanding as of the effective date of any change in the Reserve
Requirement.



     “Lien” shall mean, with respect to any property, any security interest, mortgage,
pledge, lien, charge, charter or other encumbrance in, of, or on such property or the income
therefrom, including, without limitation, the interest of a vendor or lessor under a conditional
sale



-17-









 







agreement, Capital Lease or other title retention agreement, or any agreement to provide any
of the foregoing, and the filing of any financing statement or similar instrument under the Uniform
Commercial Code or comparable law of any jurisdiction.



     “Loan” shall mean a Revolving Loan or a Swing Line Loan.



     “Loan Account” shall have the meaning given to that term in Section 2.08(a).



     “Loan Parties” shall mean, collectively, Parent, Commercial Barge Line Company, the
Borrowers and all Subsidiaries of Parent or any of the Borrowers (including American Commercial
Barge Line LLC).



     “Maintenance Capital Expenditure” shall mean, with respect to any Person and any
period, all amounts expended by such Person during such period for the maintenance, repair,
restoration or refurbishment of the Capital Assets of such Person computed in accordance with GAAP,
but excluding any such expenditure which adds to, increases or further expands the Capital Assets
of such Person.



     “Margin Stock” shall have the meaning given to that term in Regulation U issued by the
Federal Reserve Board.



     “Maritime Administration Financing Indebtedness” shall mean Indebtedness used to
finance any vessels or projects of the Loan Parties through the U.S. Government’s Title XI program
whereby the U.S. Government provides a full faith and credit guarantee of principal and interest of
such Indebtedness.



     “Material Adverse Effect” shall mean any event or circumstance that has or is
reasonably expected to result in a material adverse effect on (a) the operations, business or
condition (financial or otherwise) of any Borrower individually or the Loan Parties (taken as a
whole); (b) the ability of a Borrower to pay or perform the Obligations in accordance with the
terms of this Agreement and the other Credit Documents or the ability of the Guarantors,
collectively, to pay or perform any portion of their obligations in accordance with the terms of
the Guaranty; (c) the rights and remedies of the Administrative Agent, the Security Trustee or any
Lender under this Agreement, the other Credit Documents or any related document, instrument or
agreement; (d) the value of the Collateral, the Administrative Agent’s, the Security Trustee’s or
any Lender’s security interest in the Collateral or the perfection or priority of such security
interests; or (e) the validity or enforceability of any of the Credit Documents.



     “Material Documents” shall mean (a) the articles of incorporation, certificate of
incorporation, certificate of organization, limited liability company agreement, by-laws and other
organizational documents of the Loan Parties and (b) the NRG Agreements.



     “Maturity” or “maturity” shall mean, with respect to any Loan, interest, fee
or other amount payable by a Borrower under this Agreement or the other Credit Documents, the date
such Loan, interest, fee or other amount becomes due, whether upon the stated maturity or due date,
upon acceleration or otherwise.



     “Maturity Date” shall mean April 27, 2012.



-18-









 





     “Multiemployer Plan” shall mean any multiemployer plan within the meaning of Section
3(37) of ERISA maintained or contributed to by a Loan Party or any ERISA Affiliate.



     “Negative Pledge” shall mean a Contractual Obligation which contains a covenant
binding on Parent, a Borrower or any of their respective Subsidiaries that prohibits Liens on any
of its property, other than (a) any such covenant contained in a Contractual
Obligation granting or relating to a particular Permitted Lien which affects only the property that
is the subject of such Permitted Lien and (b) any such covenant that does not apply to Liens
securing the Obligations or any guaranty thereof.



     “Net Condemnation Proceeds” shall mean an amount equal to: (a) any cash payments or
proceeds received by a Loan Party or the Administrative Agent or the Security Trustee as a result
of any condemnation or other taking or temporary or permanent requisition of any property, any
interest therein or right appurtenant thereto, or any change of grade affecting any property, as
the result of the exercise of any right of condemnation or eminent domain by a Governmental
Authority (including a transfer to a Governmental Authority in lieu or anticipation of a
condemnation), minus (b) (i) any actual and reasonable costs incurred by a Loan Party in connection
with any such condemnation or taking (including reasonable fees and expenses of counsel), and (ii)
provisions for all taxes payable as a result of such condemnation, without regard to the
consolidated results of operations of the Loan Parties, taken as a whole.



     “Net Income” shall mean with respect to any fiscal period, the net income (or loss) of
the Loan Parties for such period determined on a consolidated basis in accordance with GAAP,
consistently applied.



     “Net Insurance Proceeds” shall mean an amount equal to: (a) any cash payments or
proceeds received by a Loan Party or the Administrative Agent or the Security Trustee under any
casualty policy in respect of a covered loss thereunder with respect to any property, minus
(b) (i) any actual and reasonable costs incurred by a Loan Party in connection with the adjustment
or settlement of any claims of a Loan Party in respect thereof (including reasonable fees and
expenses of counsel) and (ii) provisions for all taxes payable as a result of such event without
regard to the consolidated results of operations of Loan Parties, taken as a whole.



     “Net Proceeds” shall mean:



          (a) With respect to any sale of any asset or property by any Person, the aggregate
consideration received by such Person from such sale less the sum of (i) the actual amount
of the reasonable fees and commissions payable to Persons other than such Person or any Affiliate
of such Person, the reasonable legal expenses and other costs and expenses directly related to such
sale that are to be paid by such Person, (ii) the amount of any Indebtedness (other than the
Obligations) which is secured by such asset and is required to be repaid or prepaid by such Person
as a result of such sale and (iii) with respect to the exercise by NRG of its option to purchase
the Hall Street Terminal and/or not more than 200 barges dedicated or allocable to the performance
of the NRG Agreements, all sums that NRG is permitted to set off against the purchase price payable
thereunder pursuant to the terms of the NRG Agreements, and with respect to the foreclosure by NRG
of the liens against the Hall Street Terminal granted to it

-19-









 








under the NRG Agreements, the obligations secured by such liens and all other amounts that
pursuant to applicable law are paid from the proceeds of such foreclosure; and




          (b) With respect to any issuance or incurrence of any Indebtedness by any Person, the
aggregate consideration received by such Person from such issuance or incurrence less the
sum of the actual amount of the reasonable fees and commissions payable to Persons other than such
Person or any Affiliate of such Person, the reasonable legal expenses and the other reasonable
costs and expenses directly related to such issuance or incurrence that are to be paid by such
Person.




     “Net Worth” shall mean, as at any date of determination, total stockholders’ equity of
the Loan Parties on such date (determined on a consolidated basis without duplication in accordance
with GAAP).



     “New Lender” shall have the meaning given to that term in Section 2.01(b)(ii).



     “Non-Consenting Lender” shall have the meaning given to that term in Section
8.04.



     “Nonrenewal Notice Date” shall have the meaning given to that term in Section
2.02(b)(iii).



     “Note” shall mean a Revolving Loan Note or a Swing Line Note.



     “Notice” shall have the meaning set forth in Section 8.01(b).



     “Notice of Borrowing” shall mean a Notice of Loan Borrowing or a Notice of Swing Line
Borrowing.



     “Notice of Conversion” shall have the meaning given to that term in Section
2.01(e).



     “Notice of Interest Period Selection” shall have the meaning given to that term in
Section 2.01(f)(ii).



     “Notice of Loan Borrowing” shall have the meaning given to that term in Section
2.01(c).



     “Notice of Swing Line Borrowing” shall mean a notice of a Swing Line Borrowing
pursuant to Section 2.03(b), which, if in writing, shall be substantially in the form of
Exhibit D.



     “NRG” shall mean NRG New Roads Holdings LLC and Louisiana Generating LLC, individually
and collectively, and their respective successors and assigns.



     “NRG Agreements” shall mean, collectively, (a) the Coal Transportation Agreement among
The Burlington Northern and Santa Fe Railway Company, ACLTS (as successor by merger to American
Commercial Line Terminals LLC) and Louisiana Generating LLC pursuant to which The Burlington
Northern and Santa Fe Railway Company and ACLTS (as successor by merger to American Commercial Line
Terminals LLC) will transport certain tonnages of coal from mines in the Wyoming Powder River Basin
to the Big Cajun No. II steam-electric generating plant and coal unloading dock of Louisiana
Generating LLC, (b) the Security Side



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Letter Agreement among ACL, ACLTS (as successor by merger to American Commercial Line
Terminals LLC), American Commercial Barge Line LLC and NRG, (c) the Lease between ACLTS (as
successor by merger to American Commercial Line Terminals LLC) and NRG New Roads Holdings LLC
covering the Hall Street Terminal, (d) the Terminal Option Agreement between ACLTS (as successor by
merger to American Commercial Line Terminals LLC) and NRG New Roads Holdings LLC, (e) the Barge and
Tug Option Agreement between ACL and NRG New Roads Holdings LLC, (f) the Deed of Trust granted by
ACLTS (as successor by merger to American Commercial Line Terminals LLC) to NRG in respect of the
Hall Street Terminal, (g) the Conditional Assignments and Assumptions of Lease, between ACLTS (as
successor by merger to American Commercial Line Terminals LLC) and NRG New Roads Holdings LLC with
respect to leased properties comprising a portion of the Hall Street Terminal, (h) the Conditional
Assignment of Inter Carrier Agreement between ACLTS (as successor by merger to American Commercial
Line Terminals LLC) and NRG New Roads Holdings LLC, and (i) the Operations Side Letter Agreement
between ACLTS (as successor by merger to American Commercial Line Terminals LLC) and Louisiana
Generating LLC, each dated as of December 10, 2004.



     “NRG Intercreditor Agreement” shall mean the Intercreditor Agreement executed by and
among Wells Fargo (in its capacity as the Administrative Agent and the Security Trustee), Louisiana
Generating LLC and NRG New Roads Holdings LLC, substantially in the form of Exhibit G or
such other form as may be approved by the Required Lenders.



     “Obligations” shall mean and include all loans, advances, debts, liabilities and
obligations, howsoever arising, owed or owing by one or more of the Borrowers to the Administrative
Agent, the Security Trustee or any Lender (or in the case of any Lender Rate Contract or any Lender
Bank Products, any Affiliate of a Lender, as applicable) of every kind and description (whether or
not evidenced by any note or instrument and whether or not for the payment of money), direct or
indirect, absolute or contingent, due or to become due, now existing or hereafter arising pursuant
to the terms of this Agreement or any of the other Credit Documents, including without limitation
all interest (including interest that accrues after the commencement of any bankruptcy or other
insolvency proceeding by or against a Borrower or any one or more of the Borrowers, whether or not
allowed or allowable), fees, charges, expenses, attorneys’ fees and accountants’ fees chargeable to
and payable by the Borrowers hereunder and thereunder.



     “Other Taxes” shall have the meaning given to such term in Section 2.12(b).



     “Parent” shall mean American Commercial Lines Inc., a Delaware corporation.



     “Participant” shall have the meaning given to that term in Section 8.05(b).



     “Patriot Act” shall mean the Uniting and Strengthening America by Providing
Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Public Law 107-56
(commonly known as the USA Patriot Act).



     “PBGC” shall mean the Pension Benefit Guaranty Corporation.



-21-









 





     “Pension Plan” shall mean any “employee pension benefit plan” (as such term is defined
in Section 3(2) of ERISA), other than a Multiemployer Plan and a Foreign Plan, that is subject to
Title IV of ERISA and is sponsored or maintained by a Loan Party or any ERISA Affiliate or to which
a Loan Party or any ERISA Affiliate contributes or has an obligation to contribute.



     “Perfection Certificate” shall mean a Perfection Certificate in substantially the form
of Exhibit K, appropriately completed and duly executed by the Parent.



     “Permitted Acquisition” shall mean any acquisition permitted under Section
5.02(d)(ii).



     “Permitted Indebtedness” shall have the meaning given to that term in Section
5.02(a).



     “Permitted Liens” shall have the meaning given to that term in Section
5.02(b).



     “Person” shall mean and include an individual, a partnership, a corporation (including
a business trust), a joint stock company, an unincorporated association, a limited liability
company, a joint venture, a trust or other entity or a Governmental Authority.



     “Phased-Out Entities” shall mean American Barge Lines Company, ACL Finance Corp.,
American Commercial Lines International LLC and ACBL Dominica S.A.



     “Platform” shall have the meaning set forth in Section 8.01(b).



     “Pledged Intercompany Notes” shall have the meaning given to that term in Schedule
3.01(a)(v).



     “Pricing Grid” shall mean,



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Pricing Grid
	 	 	 	 	Applicable	 	Applicable	 	 
	 	 	 	 	Margin for	 	Margin for Base	 	Commitment Fee
	Tier	 	Total Leverage Ratio	 	LIBOR Loans	 	Rate Loans	 	Percentage
	1

	 	3 2.50
	 	 	1.50	%	 	 	0.25	%	 	 	0.30	%
	2

	 	3 2.00 < 2.50
	 	 	1.25	%	 	 	0.00	%	 	 	0.25	%
	3

	 	3 1.50 < 2.00
	 	 	1.00	%	 	 	0.00	%	 	 	0.20	%
	4

	 	3 1.00 < 1.50
	 	 	0.75	%	 	 	0.00	%	 	 	0.15	%
	5

	 	< 1.00
	 	 	0.625	%	 	 	0.00	%	 	 	0.125	%






     Any increase or decrease in the Applicable Margin and Commitment Fee Percentage resulting from
a change in the Total Leverage Ratio shall become effective as of the fifth day immediately
following the date a quarterly Compliance Certificate is delivered pursuant to Section
5.01(a)(iii); provided, however, that if no quarterly Compliance Certificate is
delivered when due in accordance with such Section, then Tier 1 shall apply as of the date of the
failure to deliver such Compliance Certificate until such date as the Borrower delivers such
Compliance Certificate in form and substance acceptable to the Administrative Agent and thereafter
the Applicable Margin shall be based on the Total Leverage Ratio indicated on such Compliance
Certificate until such time as the Applicable Margin is further adjusted as set forth in this



-22-









 







definition. Notwithstanding anything to the contrary herein, the Applicable Margin and
Commitment Fee Percentage in effect from the Closing Date until the first adjustment to occur after
June 30, 2007 shall be determined based upon Tier 5 of the Pricing Grid. If the Total Leverage
Ratio reported in the Compliance Certificate shall be determined to have been incorrectly reported
and if correctly reported would have resulted in a higher Applicable Margin or Commitment Fee
Percentage, then at the Administrative Agent’s election the Applicable Margin and Commitment Fee
Percentage shall be retroactively adjusted to reflect the higher rate that would have been
applicable had the Total Leverage Ratio been correctly reported in such Compliance Certificate.



     “Prime Rate” shall mean the per annum rate of interest most recently announced within
Wells Fargo at its principal office in San Francisco, California as its Prime Rate, with the
understanding that Wells Fargo’s Prime Rate is one of its base rates and serves as the basis upon
which effective rates of interest are calculated for those loans making reference thereto, and is
evidenced by the recording thereof after its announcement in such internal publication or
publications as Wells Fargo may designate. Any change in the Base Rate resulting from a change in
the Prime Rate shall become effective on the Business Day on which each such change in the Prime
Rate occurs.



     “Proposed Change” shall have the meaning given to that term in Section 8.04.



     “Proposed Target” shall have the meaning given to that term in Section
5.02(d).



     “Rate Contract” shall mean any agreement with respect to any swap, cap, collar, hedge,
forward, future or derivative transaction or option or similar agreement involving, or settled by
reference to, one or more rates, currencies, commodities, equity or debt instruments or securities,
or economic, financial or pricing indices or measures of economic, financial or pricing risk or
value or any similar transaction or any combination of these transactions.



     “Real Property Security Documents” shall mean (a) each document listed on Schedule
1.01(a), and (b) each deed of trust, mortgage or leasehold deed of trust or leasehold mortgage
delivered in accordance with Section 5.01(k) or otherwise in connection with the Credit
Documents.



     “Receipt Date” shall have the meaning given to that term in Section
2.06(c)(v).



     “Register” shall have the meaning given to that term in Section 8.05(d).



     “Reduction Notice” shall have the meaning given to that term in Section
2.04(a).



     “Relevant Sale” shall have the meaning given to that term in Section
2.06(c)(iii).



     “Reportable Event” shall have the meaning given to that term in Title IV of ERISA and
applicable regulations thereunder.



     “Required Lenders” shall mean, at any time, the Lenders whose Revolving Proportionate
Shares then exceed fifty percent (50%) of the total Revolving Proportionate Shares of all Lenders;
provided that at any time any Lender is a Defaulting Lender, such Defaulting Lender



-23-









 







shall be excluded in determining “Required Lenders”, and “Required Lenders” shall mean at such
time non-Defaulting Lenders having total Revolving Proportionate Shares exceeding fifty percent
(50%) of the total Revolving Proportionate Shares of all non-Defaulting Lenders; provided that, in
no event shall Required Lenders consist of fewer than two non-Defaulting Lenders at any time at
which there shall be at least two non-Defaulting Lenders party to this Agreement.



     “Requirement of Law” applicable to any Person shall mean (a) the articles or
certificate of incorporation, certificate of organization, limited liability company agreement,
by-laws or other organizational or governing documents of such Person, (b) any Governmental Rule
applicable to such Person, (c) any Governmental Authorization granted by or obtained from any
Governmental Authority or under any Governmental Rule for the benefit of such Person or (d) any
judgment, decision, award, decree, writ or determination of any Governmental Authority or
arbitrator, in each case applicable to or binding upon such Person or any of its property or to
which such Person or any of its property is subject.



     “Reserve Requirement” shall mean, with respect to any day in an Interest Period for a
LIBOR Loan, 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.



     “Responsible Officer” shall mean, with respect to a Loan Party, the chief executive
officer, president, chief financial officer, vice president, treasurer or director of treasury of
such Loan Party. Any document delivered hereunder that is signed by a Responsible Officer of a
Loan Party and any request or other communication conveyed telephonically or otherwise by a
Responsible Officer of a Loan Party (or any Person reasonably believed by the Administrative Agent
or the Security Trustee to be a Responsible Officer of a Loan Party) shall be conclusively presumed
to have been authorized by all necessary corporate, company, partnership and/or other action on the
part of such Loan Party and such Responsible Officer (or such Person reasonably believed by the
Administrative Agent or the Security Trustee to be a Responsible Officer) shall be conclusively
presumed to have acted on behalf of such Loan Party.



     “Revolving Loan” shall have the meaning given to that term in Section 2.01(a).



     “Revolving Loan Borrowing” shall mean a borrowing by the Borrowers consisting of the
Revolving Loans made by each of the Lenders to the Borrowers on the same date and of the same Type
pursuant to a single Notice of Loan Borrowing for Revolving Loans.



     “Revolving Loan Commitment” shall mean, with respect to each Lender, the Dollar amount
set forth under the caption “Revolving Loan Commitment” opposite such Lender’s name on Part
A of Schedule I, or, if changed in accordance with this Agreement, such Dollar amount
as may be set forth for such Lender in the Register.



     “Revolving Loan Note” shall have the meaning given to that term in Section
2.08(b).



-24-









 





     “Revolving Proportionate Share” shall mean:



          (a) With respect to any Lender so long as the Revolving Loan Commitments are in effect, the
ratio (expressed as a percentage rounded to the eighth digit to the right of the decimal point) of
(i) such Lender’s Revolving Loan Commitment at such time to (ii) the Total Revolving Loan
Commitment at such time; and




          (b) With respect to any Lender at any other time, the ratio (expressed as a percentage rounded
to the eighth digit to the right of the decimal point) of (i) the sum of (A) the aggregate
Effective Amount of such Lender’s Revolving Loans, (B) such Lender’s pro rata share of the
Effective Amount of all L/C Obligations, and (C) such Lender’s pro rata share of the aggregate
Effective Amount of all Swing Line Loans to (ii) the sum of (A) the aggregate Effective
Amount of all Revolving Loans and Swing Line Loans and (B) the Effective Amount of all L/C
Obligations.




     The initial Revolving Proportionate Share of each Lender is set forth under the caption
“Revolving Proportionate Share” opposite such Lender’s name on Schedule I.



     “Security Agreement” shall mean that certain Security Agreement, dated as of the date
hereof, among the Borrowers, each Guarantor party thereto and the Administrative Agent ,
substantially in the form of Exhibit L.



     “Security Documents” shall mean and include the Security Agreement, the Intellectual
Property Security Agreement, each Control Agreement, each Real Property Security Document, each
Vessel Security Document, each pledge agreement or security agreement delivered in accordance with
Section 5.01(i), any deed of trust or mortgage and all other instruments, agreements,
certificates, opinions and documents (including Uniform Commercial Code financing statements and
fixture filings) delivered to the Administrative Agent, the Security Trustee or any Lender in
connection with any Collateral or to secure the Obligations or the obligation of a Guarantor under
the Credit Documents.



     “Security Trustee” shall have the meaning given to that term in clause (3) of the
introductory paragraph hereof.



     “Ship Mortgage Act” means Chapter 313 of Title 46 of the United States Code.



     “Solvent” shall mean, with respect to any Person on any date, that on such date (a)
the fair value of the property of such Person is greater than the fair value of the liabilities
(including contingent, subordinated, matured and unliquidated liabilities) of such Person, (b) the
present fair saleable value of the assets of such Person is greater than the amount that will be
required to pay the probable liability of such Person on its debts as they become absolute and
matured, (c) such Person does not intend to, and does not believe that it will, incur debts or
liabilities beyond such Person’s ability to pay as such debts and liabilities mature and (d) such
Person is not engaged in or about to engage in business or transactions for which such Person’s
property would constitute an unreasonably small capital.



-25-









 





     “Standby Letter of Credit” shall mean any of the standby letters of credit issued by
the L/C Issuer under this Agreement, either as originally issued or as the same may be
supplemented, modified, amended, extended, restated or supplanted.



     “Subordinated Obligations” shall mean, as of any date of determination (without
duplication), any Indebtedness of the Borrowers, Parent or any of their respective Subsidiaries on
that date which has been subordinated in right of payment to the Obligations in a manner reasonably
satisfactory to the Required Lenders and contains such other protective terms with respect
to senior debt (such as amount, maturity, amortization, interest rate, covenants, defaults,
remedies, payment blockage and terms of subordination) as the Required Lenders may reasonably
require.



     “Subsidiary” of any Person shall mean (a) any corporation of which more than 50% of
the issued and outstanding Equity Securities having ordinary voting power to elect a majority of
the board of directors of such corporation (irrespective of whether at the time capital stock of
any other class or classes of such corporation shall or might have voting power upon the occurrence
of any contingency) is at the time directly or indirectly owned or controlled by such Person, by
such Person and one or more of its other Subsidiaries or by one or more of such Person’s other
Subsidiaries, (b) any partnership, joint venture, limited liability company or other association of
which more than 50% of the equity interests having the power to vote, direct or control the
management of such partnership, joint venture or other association is at the time owned and
controlled by such Person, by such Person and one or more of the other Subsidiaries or by one or
more of such Person’s other Subsidiaries or (c) any other Person included in the Financial
Statements of such Person on a consolidated basis. Unless otherwise indicated in this Agreement,
“Subsidiary” shall mean a Subsidiary of a Loan Party.



     “Surety Instruments” shall mean all letters of credit (including standby and
commercial), banker’s acceptances, bank guaranties, shipside bonds, surety bonds and similar
instruments.



     “Swing Line” shall mean the revolving credit facility made available by the Swing Line
Lender pursuant to Section 2.03.



     “Swing Line Borrowing” shall mean a borrowing of a Swing Line Loan.



     “Swing Line Lender” shall mean Wells Fargo in its capacity as provider of Swing Line
Loans, or any successor swing line lender hereunder.



     “Swing Line Loan” shall mean the meaning specified in Section 2.03(a).



     “Swing Line Note” shall have the meaning given to that term in Section
2.08(c).



     “Swing Line Settlement Date” shall mean the fifteenth day of each month and the last
Business Day of each month.



     “Swing Line Sublimit” shall mean an amount equal to the lesser of (a) $10,000,000 and
(b) the Total Revolving Loan Commitment. The Swing Line Sublimit is part of, and not in addition
to, the Total Revolving Loan Commitment.



-26-









 





     “Taxes” shall have the meaning given to such term in Section 2.12(a).



     “Termination Value” shall mean, in respect of any one or more Rate Contracts, after
taking into account the effect of any legally enforceable netting agreement relating to such Rate
Contracts, (a) for any date on or after the date such Rate Contracts have been closed out and
termination value(s) determined in accordance therewith, such termination value(s), and (b) for any
date prior to the date referenced in clause (a) the amount(s) determined as the mark-to-market
value(s) for such Rate Contracts, as determined by the Administrative Agent based upon one or more
mid-market or other readily available quotations provided by any recognized dealer in such Rate
Contracts which may include any Lender.



     “Total Debt” shall mean all Indebtedness of the Loan Parties on a consolidated basis.



     “Total Leverage Ratio” shall mean, at any time, the ratio of (a) Total Debt at such
time, to (b) Adjusted EBITDA for the four quarter period ended as of the end of the most recent
fiscal quarter.



     “Total Revolving Loan Commitment” shall mean, at any time, Four Hundred Million
Dollars ($400,000,000) 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, or, if such amount is
increased pursuant to Section 2.01(b), the amount to which so increased and in effect at
such time.



     “Trade Bank” shall mean Wells Fargo HSBC Trade Bank, N.A.



     “Type” shall mean, with respect to any Loan or Borrowing at any time, the
classification of such Loan or Borrowing by the type of interest rate it then bears, whether an
interest rate based upon the Base Rate or the LIBOR Rate.



     “Unfunded Pension Liability” shall mean the excess of a Pension Plan’s benefit
liabilities under Section 4001(a)(16) of ERISA, over the current value of that Pension Plan’s
assets, determined in accordance with the assumptions used for funding the Pension Plan pursuant to
Section 412 of the IRC for the applicable plan year.



     “Unreimbursed Amount” has the meaning set forth in Section 2.02(c)(i).



     “Unused Revolving Commitment” shall mean, at any time, the remainder of (a) the Total
Revolving Loan Commitment at such time minus (b) the sum of the Effective Amount of all
Revolving Loans and the Effective Amount of all L/C Obligations outstanding at such time. For the
avoidance of doubt, Swing Line Loans shall not be counted as Revolving Loans for purposes of
determining the amount of Unused Revolving Commitment.



     “Vessel” or “Vessels” shall mean the towboats, barges and other vessels owned,
leased or operated by a Loan Party.



     “Vessel Mortgage” means each first preferred mortgage made or to be made by a Loan
Party in favor of the Security Trustee in respect of the documented Vessels owned by such party in
substantially the form of Exhibit F.



-27-









 





     “Vessel Security Documents” shall mean (a) each document listed on Schedule
1.01(b) and (b) each ship mortgage or similar document delivered in accordance with Section
5.01(k) or otherwise in connection with the Credit Documents covering vessels owned by a Loan
Party.



     “Wells Fargo” shall mean have the meaning given to that term in clause (4) of the
introductory paragraph hereof.



     1.02. GAAP. Unless otherwise indicated in this Agreement or any other Credit
Document, all accounting terms used in this Agreement or any other Credit Document shall be
construed, and all accounting and financial computations hereunder or thereunder shall be computed,
in accordance with GAAP, applied in a consistent manner with the principles used in the preparation
of the Financial Statements used in Section 4.01(i). If GAAP changes during the term of
this Agreement such that any covenants contained herein would then be calculated in a different
manner or with different components, other than changes in GAAP that require items to be included
in the definition of Indebtedness that were not so required before such change, the Borrowers, the
Lenders and the Administrative Agent agree to negotiate in good faith to amend this Agreement in
such respects as are necessary to conform those covenants as criteria for evaluating the Loan
Parties’ financial condition to substantially the same criteria as were effective prior to such
change in GAAP; provided, however, that, until the Borrowers, the Lenders and the
Administrative Agent so amend this Agreement, all such covenants shall be calculated in accordance
with GAAP, as in effect immediately prior to such change.



     1.03. Headings. The table of contents, captions and section headings appearing in
this Agreement are included solely for convenience of reference and are not intended to affect the
interpretation of any provision of this Agreement.



     1.04. Plural Terms. All terms defined in this Agreement or any other Credit Document
in the singular form shall have comparable meanings when used in the plural form and vice versa.



     1.05. Time. All references in this Agreement and each of the other Credit Documents
to a time of day shall mean New York, New York time, unless otherwise indicated.



     1.06. Governing Law. Unless otherwise expressly provided in any Credit Document, this
Agreement and each of the other Credit Documents 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. The scope of the foregoing
governing law provision is intended to be all-encompassing of any and all disputes that may be
brought in any court or any mediation or arbitration proceeding and that relate to the subject
matter of the Credit Documents, including contract claims, tort claims, breach of duty claims and
all other common law and statutory claims.



     1.07. Construction. This Agreement is the result of negotiations among, and has been
reviewed by, the Borrowers, the Lenders, the Administrative Agent, the Security Trustee and their
respective counsel. Accordingly, this Agreement shall be deemed to be the product of all parties
hereto, and no ambiguity shall be construed in favor of or against the Borrowers, any Lender, the
Administrative Agent or the Security Trustee.



-28-









 





     1.08. Entire Agreement. This Agreement 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 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 (and the Borrowers hereby agree to be
bound by the provisions of such commitment letter that survive the Closing Date and by the
provisions of the Administrative Agent’s Fee Letter as if the Borrowers were original signatories
thereto).



     1.09. Calculation of Interest and Fees. All calculations of interest and fees under
this Agreement and the other Credit Documents for any period (a) shall include the first day of
such period and exclude the last day of such period, provided that any Loan that is repaid
on the same day on which it is made shall bear interest for one day and (b) shall be calculated on
the basis of a year of 360 days for actual days elapsed, except that during any period any Loan
bears interest based upon the Prime Rate, such interest shall be calculated on the basis of a year
of 365 or 366 days, as appropriate, for actual days elapsed.



     1.10. References.



          (a) References in this Agreement to “Recitals,” “Sections,” “Paragraphs,” “Exhibits” and
“Schedules” are to recitals, sections, paragraphs, exhibits and schedules herein and hereto unless
otherwise indicated.




          (b) References in this Agreement or any other Credit Document to any document, instrument or
agreement (i) shall include all exhibits, schedules and other attachments hereto or thereto, (ii)
shall include all documents, instruments or agreements issued or executed in replacement thereof if
such replacement is permitted hereby or thereby, and (iii) shall mean such document, instrument or
agreement, or replacement or predecessor thereto, as amended, modified and supplemented from time
to time and in effect at any given time if such amendment, modification or supplement is permitted
hereby or thereby.




          (c) References in this Agreement or any other Credit Document to any Governmental Rule (i)
shall include any successor Governmental Rule, (ii) shall include all rules and regulations
promulgated under such Governmental Rule (or any successor Governmental Rule), and (iii) shall mean
such Governmental Rule (or successor Governmental Rule) and such rules and regulations, as amended,
modified, codified or reenacted from time to time and in effect at any given time.




          (d) References in this Agreement or any other Credit Document to any Person in a particular
capacity (i) shall include any successors to and permitted assigns of such Person in that capacity
and (ii) shall exclude such Person individually or in any other capacity.




     1.11. Other Interpretive Provisions. The words “hereof,” “herein” and “hereunder” and
words of similar import when used in this Agreement or any other Credit Document shall refer to
this Agreement or such other Credit Document, as the case may be, as a
whole and not to any



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particular provision of this Agreement or such other Credit Document, as
the case may be. The words “include” and “including” and words of similar import when used in this
Agreement or any other Credit Document shall not be construed to be limiting or exclusive. In the
event of any inconsistency between the terms of this Agreement and the terms of any other Credit
Document, the terms of this Agreement shall govern.



     1.12. Rounding. Any financial ratios required to be maintained by the Borrowers
pursuant to this Agreement shall be calculated by dividing the appropriate component by the other
component, carrying the result to one place more than the number of places by which such ratio is
expressed in this Agreement and rounding the result up or down to the nearest number (with a
round-up if there is no nearest number) to the number of places by which such ratio is expressed in
this Agreement.



     1.13. Joint and Several Obligations. Each of the Borrowers agrees that its
obligations and liabilities (including the Obligations) under this Agreement and all other Credit
Documents are joint and several obligations. Each Borrower acknowledges and agrees that, for
purposes of the Credit Documents, the Borrowers constitute a single integrated financial enterprise
and that each receives a benefit from the availability of credit under this Agreement to each other
Borrower.



ARTICLE II. CREDIT FACILITY.




     2.01. Loan Facility.



          (a) Revolving Loan Availability. On the terms and subject to the conditions of this
Agreement, each Lender severally agrees to advance to the Borrowers from time to time during the
period beginning on the Closing Date up to, but not including the Maturity Date such loans in
Dollars as the Borrowers may request under this Section 2.01(a) (individually, a
“Revolving Loan”); provided, however, that (i) the sum of (A) the Effective
Amount of all Revolving Loans made by such Lender at any time outstanding and (B) such Lender’s
Revolving Proportionate Share of the Effective Amount of all L/C Obligations and all Swing Line
Loans at any time outstanding shall not exceed such Lender’s Revolving Loan Commitment at such time
and (ii) the sum of (A) the Effective Amount of all Revolving Loans made by all the Lenders at any
time outstanding and (B) the Effective Amount of all L/C Obligations and Swing Line Loans at any
time outstanding shall not exceed the Total Revolving Loan Commitment at such time. All Revolving
Loans shall be made on a pro rata basis by the Lenders in accordance with their respective
Revolving Proportionate Shares, with each Revolving Loan Borrowing to be comprised of a Revolving
Loan by each Lender equal to such Lender’s Revolving Proportionate Share of such Revolving Loan
Borrowing. Except as otherwise provided herein, the Borrowers may borrow, repay and reborrow
Revolving Loans until the Maturity Date.




          (b) Optional Increases.




               (i) On the terms and subject to the conditions set forth below, Borrowers may, at any time
before the Maturity Date, increase the Total Revolving Loan Commitment; provided that:



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                    (A) after giving effect to the requested increase, the aggregate amount of the increases in
the Total Revolving Loan Commitment pursuant to this Section 2.01(b) shall not exceed
$200,000,000;



                    (B) all required third party consents and approvals shall have been obtained;



                    (C) prior to the date of any proposed increase, the Total Revolving Loan Commitment shall not
have been decreased pursuant to Section 2.04(b);



                    (D) each such increase in the Total Revolving Loan Commitment shall be equal to $25,000,000 or
an integral multiple of $5,000,000 in excess thereof;



                    (E) no Default or Event of Default shall have occurred and be continuing or shall occur as a
result of such increase; and



                    (F) the Borrowers and the Guarantors shall have executed and delivered such documents and
instruments and taken such other actions as may be reasonably requested by the Administrative Agent
in connection with such increases in the Total Revolving Loan Commitment (including documents
related to the Real Estate Security Documents and insurance endorsements, new or amended Notes, any
related fee letters, documents evidencing the increased Revolving Loan Commitment held by any
applicable Lender, any joinder agreements related to a New Lender, reaffirmations of the Guaranty,
resolutions regarding the increase in the Total Revolving Loan Commitment and related actions taken
by Borrowers and the Guarantors, certified as true and correct by a Responsible Officer and legal
opinions, all in form and substance reasonably satisfactory to the Administrative Agent).


Any request under this Section 2.01(b) shall be submitted by the Borrowers to the
Administrative Agent (which shall promptly forward copies to the Lenders), specify the proposed
effective date and amount of such increase (and whether such increase shall be an increase in the
Total Revolving Loan Commitment) and be accompanied by a certificate of a Responsible Officer
stating that no Default or Event of Default exists or will occur as a result of such increase. If
any fees are to be paid or offered in connection with such increase, the Administrative Agent (with
the consent of the Borrowers) may also specify any fees offered to those Lenders (the
“Increasing Lenders”) which agree to increase the amount of their respective Revolving Loan
Commitment, which fees may be variable based upon the amount by which any such Lender is willing to
increase the amount of its Revolving Loan Commitment; no Lender which is not an Increasing Lender
shall be entitled to receive any such fees. No Lender shall have any obligation, express or
implied, to offer to increase the amount of its Revolving Loan Commitment. Only the consent of
each Increasing Lender shall be required for an increase in the amount of the Total Revolving Loan
Commitment pursuant to this Section 2.01(b)(i). No Lender which elects not to increase the
amount of its Revolving Loan Commitment may be replaced in respect of its existing Revolving Loan
Commitment as a result thereof without such Lender’s written consent.




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               (ii) Each Increasing Lender shall, as soon as practicable after the Borrowers have submitted a
request under Section 2.01(b)(i), specify the amount of the proposed increase in its
Revolving Loan Commitment which it is willing to offer. To the extent the increased Revolving Loan
Commitment of the Increasing Lenders is insufficient or there are no Increasing Lenders, the
Borrowers may designate new lenders who qualify as Eligible Assignees and which are reasonably
acceptable to the Administrative Agent as additional Lenders hereunder in accordance with this
Section 2.01(b)(ii) (each such new Lender being a “New Lender”), which New Lender
may assume all or a portion of the increase in the amount of the Total Revolving Loan Commitment.
The Borrowers shall pay a fee to the Administrative Agent solely for the account of the
Administrative Agent in connection any such increase as set forth in the Administrative Agent’s Fee
Letter. The Borrowers and the Administrative Agent shall have discretion jointly to adjust the
allocation of the increased aggregate principal amount of the Total Revolving Loan Commitment among
Increasing Lenders and New Lenders.



               (iii) Each New Lender designated by the Borrowers and reasonably acceptable to the
Administrative Agent shall become an additional party hereto as a New Lender concurrently with the
effectiveness of the proposed increase in the amount of the Total Revolving Loan Commitment upon
its execution of an instrument of joinder (which may contain such modifications to this Agreement
and terms and conditions relating thereto as may be necessary to ensure that such Revolving Loan
Commitments are treated as Revolving Loan Commitments for all purposes under the Credit Documents),
in each case prepared by the Administrative Agent and otherwise in form and substance reasonably
satisfactory to the Administrative Agent. Each New Lender shall provide the documentation required
by Section 2.12(e).



               (iv) Subject to the foregoing, any increase in the Total Revolving Loan Commitment requested
by Borrowers shall be effective as of the date proposed by Borrowers (the “Increase Effective
Date”) and shall be in the principal amount equal to (i) the amount which the Increasing
Lenders are willing to assume as increases to the amount of their Revolving Loan Commitments,
plus (ii) the amount offered by the New Lenders with respect to the Total Revolving Loan
Commitment, in either case as adjusted by Borrowers and the Administrative Agent pursuant to the
last sentence of Section 2.01(b)(ii).



               (v) On or prior to the Increase Effective Date, with respect to any increase in the Total
Revolving Loan Commitment, the Administrative Agent shall notify each Lender of the amount required
to be paid by or to such Lender so that the Revolving Loans held by the Lenders on the Increase
Effective Date (before giving effect to any new Revolving Loans made on such date) shall be held by
each Lender pro rata in accordance with the Revolving Loan Commitments of the Lenders as adjusted
pursuant to the last sentence of Section 2.01(b)(ii). Each Lender which is required to
reduce the amount of Revolving Loans held by it (each such Lender, a “Decreasing Lender”)
shall irrevocably assign, without recourse or warranty of any kind whatsoever (except that each
Decreasing Lender warrants that it is the legal and beneficial owner of the Revolving Loans
assigned by it under this Section 2.01(b)(v) and that such Revolving Loans are held by such
Decreasing Lender free and clear of adverse claims), to each Increasing Lender and New Lender
participating in the applicable increase in the Total Revolving Loan Commitment, and each
applicable Increasing Lender and New Lender shall irrevocably acquire from the Decreasing Lenders,
a portion of the principal amount of the



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Revolving Loans of each Decreasing Lender (collectively, the “Acquired Portion”)
outstanding on the Increase Effective Date (before giving effect to any new Revolving Loans made on
such date) in an amount such that the principal amount of the Revolving Loans held by each
applicable Increasing Lender, New Lender and Decreasing Lender as of the Increase Effective Date
shall be held in accordance with each such Lender’s Revolving Proportionate Share (if any) as of
such date. Such assignment and acquisition shall be effective on the Increase Effective Date
automatically and without any action required on the part of any party other than the payment by
the applicable Increasing Lenders and New Lenders to the Administrative Agent for the account of
the Decreasing Lenders of an aggregate amount equal to the Acquired Portion, which amount shall be
allocated and paid by the Administrative Agent at or before 12:00 p.m. on the Increase Effective
Date to the Decreasing Lenders pro rata based upon the respective reductions in the principal
amount of the Revolving Loans held by such Lenders on the Increase Effective Date (before giving
effect to any new Revolving Loans made on such date). Each of the Administrative Agent and the
Lenders shall adjust its records accordingly to reflect the payment of the Acquired Portion. The
payments to be made in respect of the Acquired Portion shall be made by the applicable Increasing
Lenders and New Lenders to the Administrative Agent in Dollars in immediately available funds at or
before 11:00 a.m. on the Increase Effective Date, such payments to be made by the applicable
Increasing Lenders and New Lenders pro rata based upon the respective increases in the amount of
the Revolving Loan Commitments held by such Lenders on the Increase Effective Date.




               (vi) To the extent any of the Revolving Loans acquired by the applicable Increasing Lenders
and New Lenders from the Decreasing Lenders pursuant to Section 2.01(b)(v) above are LIBOR
Loans and the Increase Effective Date is not the last day of an Interest Period for such LIBOR
Loans, the Decreasing Lenders shall be entitled to compensation from the Borrowers as provided in
Section 2.13 (as if the Borrowers had prepaid such Revolving Loans in an amount equal to
the Acquired Portion on the Increase Effective Date).



          (c) Notice of Loan Borrowing. The Borrowers shall request each Revolving Loan
Borrowing by delivering to the Administrative Agent an irrevocable written notice substantially in
the form of Exhibit A (a “Notice of Loan Borrowing”), duly executed by a
Responsible Officer of the Borrowers and appropriately completed (or, in the case of a Notice of
Loan Borrowing for a Revolving Loan Borrowing, shall notify the Administrative Agent by telephone,
to be promptly confirmed by the delivery to the Administrative Agent of a signed Notice of Loan
Borrowing for such Revolving Loan Borrowing, which may be delivered by facsimile), which specifies,
among other things:




               (i) The principal amount of the requested Revolving Loan Borrowing, which shall be in the
amount of (A) $3,000,000 or an integral multiple of $500,000 in excess thereof in the case of a
Borrowing consisting of Base Rate Loans; or (B) $5,000,000 or an integral multiple of $1,000,000 in
excess thereof in the case of a Borrowing consisting of LIBOR Loans;



               (ii) Whether the requested Revolving Loan Borrowing is to consist of Base Rate Loans or LIBOR
Loans;



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               (iii) If the requested Revolving Loan Borrowing is to consist of LIBOR Loans, the initial
Interest Periods selected by the Borrowers for such LIBOR Loans in accordance with Section
2.01(f); and



               (iv) The date of the requested Revolving Loan Borrowing, which shall be a Business Day.


The Borrowers shall give each Notice of Loan Borrowing for Revolving Loans to the Administrative
Agent not later than 1:00 p.m. at least three (3) Business Days before the date of the requested
Revolving Loan Borrowing in the case of a Revolving Loan Borrowing consisting of LIBOR Loans and
not later than 1:00 p.m. at least one (1) Business Day before the date of the requested Revolving
Loan Borrowing in the case of a Revolving Loan Borrowing consisting of Base Rate Loans. Each
Notice of Loan Borrowing shall be delivered by first-class mail, facsimile, e-mail or other
web-based communication to the Administrative Agent at the office or facsimile number and during
the hours specified in Section 8.01; provided, however, that the Borrowers
shall promptly deliver to the Administrative Agent the original of any Notice of Loan Borrowing
initially delivered by facsimile, e-mail or other web-based communication. The Administrative
Agent shall promptly notify each Lender of the contents of each Notice of Loan Borrowing for
Revolving Loans and of the amount and Type of (and, if applicable, the Interest Period for) the
Revolving Loan to be made by such Lender as part of the requested Revolving Loan Borrowing.




          (d) Interest Rates. The Borrowers shall pay interest on the unpaid principal amount
of each Revolving Loan from the date of such Revolving Loan until paid in full, at one of the
following rates per annum:




               (i) During such periods as such Loan is a Base Rate Loan, at a rate per annum equal to the
Base Rate plus the Applicable Margin therefor, such rate to change from time to time as the
Applicable Margin or Base Rate shall change; and



               (ii) During such periods as such Loan is a LIBOR Loan, at a rate per annum equal at all times
during each Interest Period for such LIBOR Loan to the LIBOR Rate for such Interest Period plus the
Applicable Margin therefor, such rate to change from time to time during such Interest Period as
the Applicable Margin shall change.


All Revolving Loans in each Revolving Loan Borrowing shall, at any given time prior to maturity,
bear interest at one, and only one, of the above rates. The number of Revolving Loan Borrowings
consisting of LIBOR Loans shall not exceed eight (8) in the aggregate at any time.




          (e) Conversion of Revolving Loans. Subject to Section 2.13, the Borrowers may
convert any Revolving Loan Borrowing from one Type of Revolving Loan Borrowing to the other Type;
provided, however, that any conversion of a Base Rate Loan into a LIBOR Loan shall
be in the amount of $5,000,000 or an integral multiple of $1,000,000 in excess thereof and any
conversion of a LIBOR Loan into a Base Rate Loan shall be in the amount of $3,000,000 or an
integral multiple of $500,000 in excess thereof; provided, further, that no Base
Rate Loan may be converted into a LIBOR Loan after the occurrence and during the continuance of an
Event of Default and provided, further, that any conversion of a LIBOR Loan
on any day other than the

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last day of the Interest Period therefor shall be subject to the
payments required under Section 2.13. The Borrowers shall request such a conversion by
delivering to the Administrative Agent an irrevocable written notice to the Administrative Agent
substantially in the form of Exhibit B (a “Notice of Conversion”), duly executed by
a Responsible Officer of the Borrowers and appropriately completed (or shall notify the
Administrative Agent by telephone, to be promptly confirmed by the delivery to the Administrative
Agent of a signed Notice of Conversion, which may be delivered by facsimile, e-mail or other
web-based communication), which specifies, among other things:




               (i) The Revolving Loan Borrowing which is to be converted, as applicable;



               (ii) The Type of Revolving Loan Borrowing into which such Revolving Loan Borrowing is to be
converted;



               (iii) If such Revolving Loan Borrowing is to be converted into a Revolving Loan Borrowing
consisting of LIBOR Loans, the initial Interest Period selected by the Borrowers for such LIBOR
Loans in accordance with Section 2.01(f); and



               (iv) The date of the requested conversion, which shall be a Business Day.


The Borrowers shall give each Notice of Conversion to the Administrative Agent not later than 1:00
p.m. at least three (3) Business Days before the date of the requested conversion of a Base Rate
Loan into a LIBOR Loan or at least one (1) Business Day before the date of the requested conversion
of a LIBOR Loan into a Base Rate Loan. Each Notice of Conversion shall be delivered by first-class
mail or facsimile to the Administrative Agent at the office or to the facsimile number and during
the hours specified in Section 8.01; provided, however, that the Borrowers
shall promptly deliver to the Administrative Agent the original of any Notice of Conversion
initially delivered by facsimile. The Administrative Agent shall promptly notify each Lender of
the contents of each Notice of Conversion relating to Revolving Loans.




          (f) LIBOR Loan Interest Periods.




               (i) The initial and each subsequent Interest Period selected by the Borrowers for a Revolving
Loan Borrowing consisting of LIBOR Loans shall be one (1), two (2), three (3), or six (6) months;
provided, however, that (A) any Interest Period which would otherwise end on a day
which is not a Business Day shall be extended to the next succeeding Business Day unless such next
Business Day falls in another calendar month, in which case such Interest Period shall end on the
immediately preceding Business Day; (B) any Interest Period which begins on the last Business Day
of a calendar month (or on a day for which there is no numerically corresponding day in the
calendar month at the end of such Interest Period) shall end on the last Business Day of a calendar
month; (C) no Interest Period shall end after the Maturity Date; and (D) no LIBOR Loan shall be
made or continued for an additional Interest Period after the occurrence and during the continuance
of an Event of Default.



               (ii) The Borrowers shall notify the Administrative Agent of the Borrowers’ selection for a new
Interest Period for a Revolving Loan Borrowing by an



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irrevocable written notice substantially in the form of Exhibit C (a “Notice of
Interest Period Selection”), duly executed by a Responsible Officer of the Borrowers and
appropriately completed (or shall notify the Administrative Agent by telephone, to be promptly
confirmed by the delivery to the Administrative Agent of a signed Notice of Interest Period
Selection, which may be delivered by facsimile, e-mail or other web-based communication), not later
than 1:00 p.m. at least three (3) Business Days prior to the last day of each Interest Period for a
Revolving Loan Borrowing consisting of LIBOR Loans; provided, however, that no
LIBOR Loan shall be continued for an additional Interest Period after the occurrence and during the
continuance of an Event of Default. Each Notice of Interest Period Selection shall be given by
first-class mail, facsimile, e-mail or other web-based communication to the office or the facsimile
number and during the hours specified in Section 8.01; provided, however,
that the Borrowers shall promptly deliver to the Administrative Agent the original of any Notice of
Interest Period Selection initially delivered by facsimile. If (A) the Borrowers shall fail to
notify the Administrative Agent of the next Interest Period for a Revolving Loan Borrowing
consisting of LIBOR Loans in accordance with this Section 2.01(f) or (B) an Event of
Default has occurred and is continuing on the last date of an Interest Period for any LIBOR Loan,
such LIBOR Loan(s) shall automatically convert to Base Rate Loan(s) on the last day of the current
Interest Period therefor. The Administrative Agent shall promptly notify each Lender of the
contents of each Notice of Interest Period Selection for the Revolving Loans.



          (g) Scheduled Payments.




               (i) Interest — All Loans. The Borrowers shall pay accrued interest on the unpaid
principal amount of each Revolving Loan in arrears (i) in the case of a Base Rate Loan, on the last
Business Day of each fiscal quarter, (ii) in the case of a LIBOR Loan, on the last day of each
Interest Period therefor (and, if any such Interest Period is longer than three (3) months, every
three (3) months after the first day of such Interest Period); and (iii) in the case of all Loans,
at maturity. All interest that is not paid when due shall be due on demand.



               (ii) Scheduled Principal Payments — Revolving Loans. The Borrowers shall repay the
principal amount of the Revolving Loans on the Maturity Date. The Borrowers shall also make the
mandatory prepayments required by Section 2.06(c).



     2.02. Letters of Credit.



          (a) The Letter of Credit Commitment.




               (i) On the Closing Date, the Existing Letters of Credit shall be deemed to have been issued
hereunder, and each Lender shall thereupon acquire a participation interest therein in accordance
with its Revolving Proportionate Share and the terms of this Section. The Existing Letters of
Credit shall be deemed to have been issued pursuant hereto, and from and after the Closing Date
shall be subject to and governed by the terms and conditions hereof. On the terms and subject to
the conditions set forth herein, (A) the L/C Issuer agrees, in reliance upon the agreements of the
Lenders set forth in this Section 2.02, (1) from time to time on any Business Day during
the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of
Credit in Dollars for the account of a Borrower in support of
the obligations of such Borrower or any other Loan Party, and to amend or renew Letters of



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Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drafts
under the Letters of Credit; and (B) the Lenders severally agree to participate in Letters of
Credit issued for the account of a Borrower in support of the obligations of such Borrower or any
other Loan Party; provided that the L/C Issuer shall not be obligated to make any L/C
Credit Extension with respect to any Letter of Credit, and no Lender shall be obligated to
participate in, any Letter of Credit if as of the date of such L/C Credit Extension, (x) the
Effective Amount of all Revolving Loans, Swing Line Loans and L/C Obligations would exceed the
Total Revolving Loan Commitment at such time, (y) the aggregate Effective Amount of the Revolving
Loans of any Lender, plus such Lender’s Revolving Proportionate Share of the Effective
Amount of all L/C Obligations, plus such Lender’s Revolving Proportionate Share of the
Effective Amount of all Swing Line Loans would exceed such Lender’s Revolving Loan Commitment, or
(z) the Effective Amount of the L/C Obligations would exceed the Letter of Credit Sublimit. Each
Letter of Credit shall be in a form acceptable to the L/C Issuer. Within the foregoing limits, and
subject to the terms and conditions hereof, the Borrowers’ ability to obtain Letters of Credit
shall be fully revolving, and accordingly the Borrowers may, during the foregoing period, obtain
Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and
reimbursed.



               (ii) The L/C Issuer shall be under no obligation to issue any Letter of Credit if:



                    (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its
terms purport to enjoin or restrain the L/C Issuer from issuing such Letter of Credit, or any
Requirement of Law applicable to the L/C Issuer or any request or directive (whether or not having
the force of law) from any Governmental Authority with jurisdiction over the L/C Issuer shall
prohibit, or request that the L/C Issuer refrain from, the issuance of letters of credit generally
or such Letter of Credit in particular or shall impose upon the L/C Issuer with respect to such
Letter of Credit any restriction, reserve or capital requirement (for which the L/C Issuer is not
otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon the L/C
Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date and
which the L/C Issuer in good faith deems material to it;



                    (B) subject to Section 2.02(b)(iii), (1) in the case of any Standby Letter of Credit,
the expiry date of such requested Letter of Credit would occur more than twelve months after the
date of issuance or last renewal or (2) in the case of any Commercial Letter of Credit, the expiry
date of such requested Letter of Credit would occur more than 180 days after the date of issuance
or last renewal, in either case unless the Required Lenders have approved such expiry date;



                    (C) the expiry date of such requested Letter of Credit would occur after the Letter of Credit
Expiration Date, unless all the Lenders have approved such expiry date;



                    (D) the issuance of such Letter of Credit would violate one or more policies of the L/C Issuer
or the terms and conditions of the applicable Letter of Credit Application; or



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                    (E) such Letter of Credit is in a face amount less than $25,000, in the case of a Commercial
Letter of Credit, or $100,000, in the case of any other type of Letter of Credit, or denominated in
a currency other than Dollars.



               (iii) The L/C Issuer shall be under no obligation to amend any Letter of Credit if (A) the L/C
Issuer would have no obligation at such time to issue such Letter of Credit in its amended form
under the terms hereof, or (B) the beneficiary of such Letter of Credit does not accept the
proposed amendment to such Letter of Credit.



               (iv) The Borrowers shall cause each of the Existing Letters of Credit to replaced by a
replacement Letter of Credit issued by Wells Fargo no later than the earlier of (i) the current
scheduled expiration date of such Existing Letter of Credit (without giving effect to any
extensions or renewals after the Closing Date) and (ii) the date of any proposed amendment or
modification of such Existing Letter of Credit. Bank of America, N.A. shall take all actions
called for under this Agreement as L/C Issuer of the Existing Letters of Credit with the consent of
Wells Fargo if such action is discretionary; provided that the collection of funds and
administration of the Existing Letters of Credit shall be performed by Wells Fargo as the L/C
Issuer.



          (b) Procedures for Issuance and Amendment of Letters of Credit; Evergreen Letters of
Credit.




               (i) Each Letter of Credit shall be issued or amended, as the case may be, upon the request of
the Borrowers delivered to the L/C Issuer (with a copy to the Administrative Agent) in the form of
a Letter of Credit Application, appropriately completed and signed by a Responsible Officer of the
Borrowers. Such Letter of Credit Application must be received by the L/C Issuer and the
Administrative Agent not later than 1:00 p.m., at least three Business Days (or such later date and
time as the L/C Issuer may agree in a particular instance in its sole and reasonable discretion)
prior to the proposed issuance date or date of amendment, as the case may be. In the case of a
request for an initial issuance of a Letter of Credit, such Letter of Credit Application shall
specify in form and detail satisfactory to the L/C Issuer: (A) the proposed issuance date of the
requested Letter of Credit (which date shall be a Business Day); (B) the amount thereof; (C) the
expiry date thereof; (D) the name and address of the beneficiary thereof; (E) the documents to be
presented by such beneficiary in case of any drawing thereunder; (F) the full text of any
certificate to be presented by such beneficiary in case of any drawing thereunder; (G) the account
party thereunder, and (H) such other matters as the L/C Issuer may require. In the case of a
request for an amendment of any outstanding Letter of Credit, such Letter of Credit Application
shall specify in form and detail satisfactory to the L/C Issuer (A) the Letter of Credit to be
amended; (B) the proposed date of amendment thereof (which date shall be a Business Day); (C) the
nature of the proposed amendment; and (D) such other matters as the L/C Issuer may require.



               (ii) Promptly after receipt of any Letter of Credit Application, the L/C Issuer will confirm
with the Administrative Agent (by telephone or in writing) that the Administrative Agent has
received a copy of such Letter of Credit Application from the Borrowers and, if not, the L/C Issuer
will provide the Administrative Agent with a copy thereof. Upon receipt by the L/C Issuer of
confirmation from the Administrative Agent that the requested



-38-









 







issuance or amendment is permitted in accordance with the terms hereof, then, subject to the
terms and conditions hereof, the L/C Issuer shall, on the requested date, issue a Letter of Credit
for the account of the applicable Borrower or enter into the applicable amendment, as the case may
be, in each case in accordance with the L/C Issuer’s usual and customary business practices.
Immediately upon the issuance of each Letter of Credit, each Lender shall be deemed to, and hereby
irrevocably and unconditionally agrees to, purchase from the L/C Issuer a participation in such
Letter of Credit in an amount equal to the product of such Lender’s Revolving Proportionate Share
times the amount of such Letter of Credit. The Administrative Agent shall promptly notify
each Lender upon the issuance of a Letter of Credit.



               (iii) If the Borrowers so request in any applicable Letter of Credit Application, the L/C
Issuer may, in its sole and absolute discretion, agree to issue a Letter of Credit that has
automatic renewal provisions (each, an “Evergreen Letter of Credit”); provided that
any such Evergreen Letter of Credit must permit the L/C Issuer to prevent any such renewal at least
once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by
giving prior notice to the beneficiary thereof not later than a day (the “Nonrenewal Notice
Date”) in each such twelve-month period to be agreed upon at the time such Letter of Credit is
issued. Unless otherwise directed by the L/C Issuer, the Borrowers shall not be required to make a
specific request to the L/C Issuer for any such renewal. Once an Evergreen Letter of Credit has
been issued, the Lenders shall be deemed to have authorized (but may not require) the L/C Issuer to
permit the renewal of such Letter of Credit at any time to a date not later than the Letter of
Credit Expiration Date; provided, however, that the L/C Issuer shall not permit any
such renewal if (A) the L/C Issuer would have no obligation at such time to issue such Letter of
Credit in its renewed form under the terms hereof, or (B) it has received notice (which may be by
telephone or in writing) on or before the Business Day immediately preceding the Nonrenewal Notice
Date (1) from the Administrative Agent that the Required Lenders have elected not to permit such
renewal or (2) from the Administrative Agent, any Lender or the Borrowers that one or more of the
applicable conditions specified in Section 3.02 is not then satisfied. Notwithstanding
anything to the contrary contained herein, the L/C Issuer shall have no obligation to permit the
renewal of any Evergreen Letter of Credit at any time.



               (iv) Promptly after its delivery of any Letter of Credit or any amendment to a Letter of
Credit to an advising bank with respect thereto or to the beneficiary thereof, the L/C Issuer will
also deliver to the Borrowers and the Administrative Agent a true and complete copy of such Letter
of Credit or amendment.



          (c) Drawings and Reimbursements; Funding of Participations.




               (i) Upon any drawing under any Letter of Credit, the L/C Issuer shall notify the Borrowers and
the Administrative Agent of the amount to be paid by the L/C Issuer as a result of such drawing and
the date on which payment is to be made by the L/C Issuer to the beneficiary of such Letter of
Credit in respect of such drawing; provided, however, that in the case of
Commercial Letters of Credit, subsequent notification by routine methods shall be deemed sufficient
notice. Not later than 1:00 p.m., on the date of any payment by the L/C Issuer under a Letter of
Credit (each such date of payment, an “Honor Date”), the Borrowers shall reimburse the L/C
Issuer through the Administrative Agent in an amount equal to the amount of such drawing, which may
be effected through the debiting of one or more deposit accounts



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maintained with the Administrative Agent. If the Borrowers fail to so reimburse the L/C
Issuer by such time, the Administrative Agent shall promptly notify each Lender of the Honor Date,
the amount of the unreimbursed drawing (the “Unreimbursed Amount”), and such Lender’s
Revolving Proportionate Share thereof. In such event, the Borrowers shall be deemed to have
requested a Revolving Loan Borrowing of Base Rate Loans to be disbursed on the Honor Date in an
amount equal to the Unreimbursed Amount, without regard to the minimum and multiples specified in
Section 2.01 for the principal amount of Base Rate Loans, but subject to the amount of the
unutilized portion of the Total Revolving Loan Commitment and the conditions set forth in
Section 3.02 (other than the delivery of a Notice of Loan Borrowing for Revolving Loans).
Any notice given by the L/C Issuer or the Administrative Agent pursuant to this Section
2.02(c)(i) may be given by telephone if immediately confirmed in writing; provided,
that the lack of such an immediate confirmation shall not affect the conclusiveness or binding
effect of such notice.



               (ii) Each Lender (including the Lender acting as L/C Issuer) shall upon any notice pursuant to
Section 2.02(c)(i) make funds available to the Administrative Agent for the account of the
L/C Issuer at the Administrative Agent’s Office in an amount equal to its Revolving Proportionate
Share of the Unreimbursed Amount not later than 2:00 p.m. on the Business Day specified in such
notice by the Administrative Agent, whereupon, subject to the provisions of Section
2.02(c)(iii), each Lender that so makes funds available shall be deemed to have made a Base
Rate Loan to the Borrowers in such amount. The Administrative Agent shall remit the funds so
received to the L/C Issuer.



               (iii) With respect to any Unreimbursed Amount that is not fully refinanced by a Revolving Loan
Borrowing because the conditions set forth in Section 3.02 cannot be satisfied or for any
other reason, the Borrowers shall be deemed to have incurred from the L/C Issuer an L/C Borrowing
in the amount of the Unreimbursed Amount that is not so refinanced, which L/C Borrowing shall be
due and payable on demand (together with interest) and shall bear interest at the rate applicable
to Revolving Loans upon the occurrence and during the continuance of an Event of Default. In such
event, each Lender’s payment to the Administrative Agent for the account of the L/C Issuer pursuant
to Section 2.02(c)(ii) shall be deemed payment in respect of its participation in such L/C
Borrowing and shall constitute an L/C Advance from such Lender in satisfaction of its participation
obligation under this Section 2.02.



               (iv) Until each Lender funds its Revolving Loan or L/C Advance pursuant to this Section
2.02(c) to reimburse the L/C Issuer for any amount drawn under any Letter of Credit, interest
in respect of such Lender’s Revolving Proportionate Share of such amount shall be solely for the
account of the L/C Issuer. For the avoidance of doubt, interest shall accrue beginning on the
Honor Date for any such draw under a Letter of Credit.



               (v) Each Lender’s obligation to make Revolving Loans or L/C Advances to reimburse the L/C
Issuer for, or participate in, amounts drawn under Letters of Credit, as contemplated by this
Section 2.02(c), shall be absolute and unconditional and shall not be affected by any
circumstance, including (A) any set-off, counterclaim, recoupment, defense or other right which
such Lender may have against the L/C Issuer, the Borrowers or any other Person for any reason
whatsoever; (B) the occurrence or continuance of a Default or Event of Default, or (C) any other
occurrence, event or condition, whether or not similar to any of the



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foregoing. Any such reimbursement shall not relieve or otherwise impair the obligation of the
Borrowers to reimburse the L/C Issuer for the amount of any payment made by the L/C Issuer under
any Letter of Credit, together with interest as provided herein.



               (vi) If any Lender fails to make available to the Administrative Agent for the account of the
L/C Issuer any amount required to be paid by such Lender pursuant to the foregoing provisions of
this Section 2.02(c) by the time specified in Section 2.02(c)(ii), the L/C Issuer
shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand,
such amount with interest thereon for the period from the date such payment is required to the date
on which such payment is immediately available to the L/C Issuer at a rate per annum equal to the
Federal Funds Rate from time to time in effect. A certificate of the L/C Issuer submitted to any
Lender (through the Administrative Agent) with respect to any amounts owing under this clause (vi)
shall be conclusive absent manifest error.



          (d) Repayment of Participations.




               (i) At any time after the L/C Issuer has made a payment under any Letter of Credit and has
received from any Lender such Lender’s L/C Advance in respect of such payment in accordance with
Section 2.02(c), if the Administrative Agent receives for the account of the L/C Issuer any
payment related to such Letter of Credit (whether directly from the Borrowers or otherwise,
including proceeds of Cash Collateral applied thereto by the Administrative Agent), or any payment
of interest thereon, the Administrative Agent will distribute to such Lender its Revolving
Proportionate Share thereof in the same funds as those received by the Administrative Agent.



               (ii) If any payment received by the Administrative Agent for the account of the L/C Issuer
pursuant to Section 2.02(c)(i) is required to be returned, each Lender shall pay to the
Administrative Agent for the account of the L/C Issuer its Revolving Proportionate Share thereof on
demand of the Administrative Agent, plus interest thereon from the date of such demand to the date
such amount is returned by such Lender, at a rate per annum equal to the Federal Funds Rate from
time to time in effect.



          (e) Obligations Absolute. The obligation of the Borrowers to reimburse the L/C Issuer
for each drawing under each Letter of Credit, and to repay each L/C Borrowing and each drawing
under a Letter of Credit that is refinanced by a Borrowing of Revolving Loans, shall be absolute,
unconditional and irrevocable, and shall be paid strictly in accordance with the terms of this
Agreement and the other Credit Documents under all circumstances, including the following:




               (i) any lack of validity or enforceability of such Letter of Credit, this Agreement, or any
other agreement or instrument relating thereto;



               (ii) any change in the time, manner or place of payment of, or in any other term of, all or
any of the obligations of the Borrowers in respect of any Letter of Credit or any other amendment
or waiver of, or any consent to departure from, all or any of the Credit Documents;



-41-









 





               (iii) the existence of any claim, counterclaim, set-off, defense or other right that a
Borrowers or any other Loan Party may have at any time against any beneficiary or any transferee of
such Letter of Credit (or any Person for whom any such beneficiary or any such transferee may be
acting), the L/C Issuer or any other Person, whether in connection with this Agreement, the
transactions contemplated hereby or by such Letter of Credit or any agreement or instrument
relating thereto, or any unrelated transaction;



               (iv) any draft, demand, certificate or other document presented under such Letter of Credit
proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein
being untrue or inaccurate in any respect; or any loss or delay in the transmission or otherwise of
any document required in order to make a drawing under such Letter of Credit;



               (v) any payment by the L/C Issuer under such Letter of Credit against presentation of a draft
or certificate that does not strictly comply with the terms of such Letter of Credit; or any
payment made by the L/C Issuer under such Letter of Credit to any Person purporting to be a trustee
in bankruptcy, debtor-in-possession, assignee for the benefit of creditors, liquidator, receiver or
other representative of or successor to any beneficiary or any transferee of such Letter of Credit,
including any arising in connection with any proceeding under any Debtor Relief Law; or



               (vi) any other circumstance or happening whatsoever, whether or not similar to any of the
foregoing, including any other circumstance that might otherwise constitute a defense available to,
or a discharge of, the Borrowers.


The Borrowers shall promptly examine a copy of each Letter of Credit and each amendment thereto
that is delivered to it and, in the event of any claim of noncompliance with the Borrowers’
instructions or other irregularity, the Borrowers will immediately notify the L/C Issuer. The
Borrowers shall be conclusively deemed to have waived any such claim against the L/C Issuer and its
correspondents unless such notice is given as aforesaid.




          (f) Role of L/C Issuer. Each of the Borrowers and the Lenders agrees that, in paying
any drawing under a Letter of Credit, the L/C Issuer shall not have any responsibility to obtain
any document (other than any sight draft, certificates and documents expressly required by the
Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or
the authority of the Person executing or delivering any such document. Neither the Administrative
Agent nor the L/C Issuer nor any of their respective affiliates, directors, officers, employees,
agents or advisors nor any of the correspondents, participants or assignees of the L/C Issuer shall
be liable to any Lender for (i) any action taken or omitted in connection herewith at the request
or with the approval of the Lenders or the Required Lenders, as applicable; (ii) any action taken
or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution,
effectiveness, validity or enforceability of any document or instrument related to any Letter of
Credit or Letter of Credit Application. The Borrowers hereby assume all risks of the acts or
omissions of any beneficiary or transferee with respect to its use of any Letter of Credit;
provided, however, that this assumption is not intended to, and shall not, preclude
the Borrowers’ pursuing such rights and remedies as it may have against the beneficiary or
transferee at law or under any other agreement. Neither the Administrative Agent
nor the L/C Issuer nor any of their

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respective affiliates, directors, officers, employees,
agents or advisors nor any of the correspondents, participants or assignees of the L/C Issuer shall
be liable or responsible for any of the matters described in clauses (i) through (vi) of
Section 2.02(e); provided, however, that anything in such clauses to the
contrary notwithstanding, the Borrowers may have a claim against the L/C Issuer, and the L/C Issuer
may be liable to the Borrowers, to the extent, but only to the extent, of any direct, as opposed to
consequential or exemplary, damages suffered by the Borrowers which are determined by a final,
non-appealable judgment of a court of competent jurisdiction to have arisen from the L/C Issuer’s
gross negligence or willful misconduct or the L/C Issuer’s failure to pay under any Letter of
Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly
complying with the terms and conditions of a Letter of Credit. In furtherance and not in
limitation of the foregoing, the L/C Issuer may accept documents that appear on their face to be in
substantial compliance with the terms of a Letter of Credit, without responsibility for further
investigation, regardless of any notice or information to the contrary, and the L/C Issuer shall
not be responsible for the validity or sufficiency of any instrument transferring or assigning or
purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or
proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.




          (g) Cash Collateral. Upon the request of the Administrative Agent, (i) if the L/C
Issuer has honored any full or partial drawing request under any Letter of Credit and such drawing
has resulted in an L/C Borrowing or (ii) if, as of the Letter of Credit Expiration Date, any Letter
of Credit may for any reason remain outstanding and partially or wholly undrawn, the Borrowers
shall immediately Cash Collateralize the Obligations in an amount equal to 105% of the then
Effective Amount of the L/C Obligations. The Borrowers hereby grant the Administrative Agent, for
the benefit of the L/C Issuer and the Lenders, a Lien on all such cash and deposit account balances
described in the definition of “Cash Collateralize” as security for the Obligations. Cash
collateral shall be maintained in blocked, non-interest bearing deposit accounts at Wells Fargo or
other institutions satisfactory to it which accounts, in any case, are the subject of control
agreements pursuant to which the Administrative Agent has “control” as such term is used in the
Uniform Commercial Code, sufficient to perfect on a first priority basis a security interest in
such cash collateral. The Lien held by the Administrative Agent in such cash collateral to secure
the Obligations shall be released upon the satisfaction of each of the following conditions: (a) no
Letters of Credit shall be outstanding, (b) all L/C Obligations shall have been repaid in full and
(c) no Default or Event of Default shall have occurred and be continuing.




          (h) Applicability of ISP98 and UCP. Unless otherwise expressly agreed by the L/C
Issuer and the Borrowers when a Letter of Credit is issued, (i) the rules of the “International
Standby Practices 1998” published by the Institute of International Banking Law & Practice (or such
later version thereof as may be in effect at the time of issuance) shall apply to each Standby
Letter of Credit, and (ii) the rules of the Uniform Customs and Practice for Documentary Credits,
as most recently published by the International Chamber of Commerce (the “ICC”) at the time
of issuance (including the ICC decision published by the Commission on Banking Technique and
Practice on April 6, 1998 regarding the European single currency (euro)) shall apply to each
Commercial Letter of Credit.




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          (i) Letter of Credit Fees. The Borrowers shall pay, to the Administrative Agent for
the account of each Lender in accordance with its Revolving Proportionate Share, a Letter of Credit
fee for each such Letter of Credit for the period from the date of issuance of such Letter of
Credit until the expiry thereof, at a per annum rate equal to the Applicable Margin for LIBOR Loans
applicable from time to time during such period multiplied by the actual daily maximum
amount available to be drawn under such Letter of Credit. Such fee for each Letter of Credit shall
be due and payable quarterly in arrears on the last Business Day of each March, June, September and
December, commencing with the first such date to occur after the issuance of such Letter of Credit
and on the Letter of Credit Expiration Date. Each such fee, when due, shall be fully earned and
when paid, shall be non-refundable. If there is any change in the Applicable Margin for LIBOR
Loans during any quarter, the Applicable Margin used for the calculation of the Letter of Credit
fee shall be the Applicable Margin for LIBOR Loans on each day during such quarter.




          (j) Fronting Fee and Documentary and Processing Charges Payable to L/C Issuer. The
Borrowers shall pay directly to the L/C Issuer for its own account a fronting fee in an amount with
respect to each Letter of Credit equal to 0.125% of the amount of such Letter of Credit, due and
payable upon each L/C Credit Extension with respect to such Letter of Credit; provided,
that in the case of an increase in the amount of a Letter of Credit after the issuance thereof,
such fronting fee shall be payable only on the increased amount thereof. In addition, the
Borrowers shall pay directly to the L/C Issuer for its own account the customary issuance,
presentation, amendment, negotiation and other processing fees, and other standard costs and
charges, of the L/C Issuer relating to letters of credit as from time to time in effect. Such fees
and charges are due and payable on demand and are nonrefundable. For the avoidance of doubt, Bank
of America, N.A. acknowledges that the fronting fee payable to it in connection with the issuance
of the Existing Letters of Credit has been previously paid in full and that Bank of America, N.A.
is not entitled to any other periodic fee under this Section 2..02(j). For the avoidance
of doubt, any other fronting fee and the other fees described in this Section 2.02(j)
applicable to the Existing Letters of Credit shall be payable to Bank of America, N.A. as the L/C
Issuer of the Existing Letters of Credit until the Existing Letters of Credit are replaced as
contemplated by this Agreement.




          (k) Conflict with Letter of Credit Application. In the event of any conflict between
the terms hereof and the terms of any Letter of Credit Application, the terms hereof shall control.




          (l) Trade Bank as L/C Issuer. The parties hereto acknowledge and agree that, at its
option, Wells Fargo, as L/C Issuer may arrange for Letters of Credit to be issued by Trade Bank as
agent for Wells Fargo. All parties hereto understand and agree that to the extent any Letters of
Credit are issued by Trade Bank as agent for Wells Fargo, (i) Trade Bank is agent only to Wells
Fargo and not to the Borrower and has no obligations to the Borrower, (ii) the Letters of Credit
issued by Trade Bank will be deemed Letters of Credit issued by the L/C Issuer for all purposes
hereunder and (iii) any of the obligations performed or rights exercised pursuant to or in
connection with the issuance of any Letter of Credit by Trade Bank shall be deemed obligations
performed or rights exercised by Wells Fargo as L/C Issuer. To the extent that the L/C Issuer is
required to provide any notices to, or take any other actions for the
benefit of, the

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Administrative Agent hereunder, with respect to any Letter of Credit issued by
Trade Bank, no such notice or action shall be required.




     2.03. Swing Line.



          (a) The Swing Line. On the terms and subject to the conditions set forth herein, the
Swing Line Lender agrees to make loans (each such loan, a “Swing Line Loan”) in Dollars to
the Borrowers from time to time on any Business Day during the period from the Closing Date up to
but not including the Maturity Date in an aggregate amount not to exceed at any time outstanding
the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when
aggregated with the Effective Amount of Revolving Loans of the Swing Line Lender in its capacity as
a Lender of Revolving Loans, may exceed the amount of such Lender’s Revolving Loan Commitment;
provided, however, that after giving effect to any Swing Line Loan, (i) the
aggregate Effective Amount of all Revolving Loans, Swing Line Loans and L/C Obligations shall not
exceed the Total Revolving Loan Commitment at such time, and (ii) the aggregate Effective Amount of
the Revolving Loans of any Lender (other than the Swing Line Lender), plus such Lender’s
Revolving Proportionate Share of the Effective Amount of all L/C Obligations, plus such
Lender’s Revolving Proportionate Share of the Effective Amount of all Swing Line Loans shall not
exceed such Lender’s Revolving Loan Commitment, and provided, further, that the
Swing Line Lender shall not make any Swing Line Loan to refinance an outstanding Swing Line Loan.
Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrowers
may borrow under this Section 2.03, prepay under Section 2.06, and reborrow under
this Section 2.03. Each Swing Line Loan shall be a Base Rate Loan. Immediately upon the
making of a Swing Line Loan, each Lender shall be deemed to, and hereby irrevocably and
unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing
Line Loan in an amount equal to the product of such Lender’s Revolving Proportionate Share
times the amount of such Swing Line Loan.




          (b) Borrowing Procedures. Each Swing Line Borrowing shall be made upon the Borrowers’
irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by
telephone. Each such notice must be received by the Swing Line Lender and the Administrative Agent
not later than 1:00 p.m., on the requested borrowing date, and shall specify (i) the amount to be
borrowed, which amount shall be a minimum amount of $100,000 or an integral multiple of $25,000 in
excess thereof, and (ii) the requested borrowing date, which shall be a Business Day. Each such
telephonic notice must be confirmed promptly by the delivery to the Swing Line Lender and the
Administrative Agent of a written Notice of Swing Line Borrowing, appropriately completed and
signed by a Responsible Officer of the Borrowers, which notice may be delivered by facsimile,
e-mail or web-based communication. Promptly after receipt by the Swing Line Lender of any
telephonic Notice of Swing Line Borrowing, the Swing Line Lender will confirm with the
Administrative Agent (by telephone or in writing) that the Administrative Agent has also received
such Notice of Swing Line Borrowing and, if not, the Swing Line Lender will notify the
Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line
Lender has received notice (by telephone or in writing) from the Administrative Agent (including at
the request of any Lender) prior to 2:00 p.m., on the date of the proposed Swing Line Borrowing (A)
directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set
forth in the first proviso to the first sentence of Section 2.03(a), or (B) that one or
more of the applicable conditions specified in




-45-









 







Section 3.02 is not then satisfied, then, subject to the terms and conditions hereof,
the Swing Line Lender will, not later than 3:00 p.m., on the borrowing date specified in such
Notice of Swing Line Borrowing, make the amount of its Swing Line Loan available to the Borrowers
at its office by crediting the account of the Borrowers on the books of the Swing Line Lender in
immediately available funds.




          (c) Refinancing of Swing Line Loans.




               (i) The Swing Line Lender at any time in its sole and absolute discretion may request, on
behalf of the Borrowers (which hereby irrevocably requests the Swing Line Lender to act on its
behalf), under this subsection (c), that each Lender make a Base Rate Loan in an amount equal to
such Lender’s Revolving Proportionate Share of the amount of Swing Line Loans then outstanding.
Such request shall be made in accordance with the requirements of Section 2.01, without
regard to the minimum and multiples specified therein for the principal amount of Base Rate Loans,
but subject to the unutilized portion of the Total Revolving Loan Commitment and the conditions set
forth in Section 3.02. The Swing Line Lender shall furnish the Borrowers with a copy of
the applicable Notice of Loan Borrowing for Revolving Loans promptly after delivering such notice
to the Administrative Agent. Each Lender shall make an amount equal to its Revolving Proportionate
Share of the amount specified in such Notice of Loan Borrowing for Revolving Loans available to the
Administrative Agent in immediately available funds for the account of the Swing Line Lender at the
Administrative Agent’s Office not later than 2:00 p.m., on the day specified in such Notice of Loan
Borrowing for Revolving Loans, whereupon, subject to Section 2.03(c)(ii), each Lender that
so makes funds available shall be deemed to have made a Base Rate Loan to the Borrowers in such
amount. The Administrative Agent shall remit the funds so received to the Swing Line Lender.



               (ii) If for any reason any Revolving Loan Borrowing cannot be requested in accordance with
Section 2.03(c)(i) or any Swing Line Loan cannot be refinanced by such a Revolving Loan
Borrowing, the Notice of Loan Borrowing for Revolving Loans submitted by the Swing Line Lender
shall be deemed to be a request by the Swing Line Lender that each of the Lenders fund its
participation in the relevant Swing Line Loan and each Lender’s payment to the Administrative Agent
for the account of the Swing Line Lender pursuant to Section 2.03(c)(i) shall be deemed
payment in respect of such participation.



               (iii) If any Lender fails to make available to the Administrative Agent for the account of the
Swing Line Lender any amount required to be paid by such Lender pursuant to the foregoing
provisions of this Section 2.03(c) by the time specified in Section 2.03(c)(i), the
Swing Line Lender shall be entitled to recover from such Lender (acting through the Administrative
Agent), on demand, such amount with interest thereon for the period from the date such payment is
required to the date on which such payment is immediately available to the Swing Line Lender at a
rate per annum equal to the Federal Funds Rate from time to time in effect. A certificate of the
Swing Line Lender submitted to any Lender (through the Administrative Agent) with respect to any
amounts owing under this clause (iii) shall be conclusive absent manifest error.



               (iv) Each Lender’s obligation to make Revolving Loans or to purchase and fund participations
in Swing Line Loans pursuant to this Section 2.03(c) shall be absolute



-46-









 







and unconditional and shall not be affected by any circumstance, including (A) any set-off,
counterclaim, recoupment, defense or other right which such Lender may have against the Swing Line
Lender, the Borrowers or any other Person for any reason whatsoever, (B) the occurrence or
continuance of a Default or Event of Default, or (C) any other occurrence, event or condition,
whether or not similar to any of the foregoing. Any such purchase of participations shall not
relieve or otherwise impair the obligation of the Borrowers to repay Swing Line Loans, together
with interest as provided herein.



          (d) Repayment of Participations.




               (i) At any time after any Lender has purchased and funded a participation in a Swing Line
Loan, if the Swing Line Lender receives any payment on account of such Swing Line Loan, the Swing
Line Lender will distribute to such Lender its Revolving Proportionate Share of such payment
(appropriately adjusted, in the case of interest payments, to reflect the period of time during
which such Lender’s participation was outstanding and funded) in the same funds as those received
by the Swing Line Lender.



               (ii) If any payment received by the Swing Line Lender in respect of principal or interest on
any Swing Line Loan is required to be returned by the Swing Line Lender, each Lender shall pay to
the Swing Line Lender its Revolving Proportionate Share thereof on demand of the Administrative
Agent, plus interest thereon from the date of such demand to the date such amount is returned, at a
rate per annum equal to the Federal Funds Rate. The Administrative Agent will make such demand
upon the request of the Swing Line Lender.



          (e) Interest for Account of Swing Line Lender. Each Swing Line Loan shall bear
interest on the outstanding principal amount thereof from the applicable borrowing date at a rate
per annum equal to the Base Rate plus the Applicable Margin for Base Rate Loans. The Swing
Line Lender shall be responsible for invoicing the Borrowers for interest on the Swing Line Loans.
Until each Lender funds its Base Rate Loan or participation pursuant to this Section 2.03
to refinance such Lender’s Revolving Proportionate Share of any Swing Line Loan, interest in
respect of such Revolving Proportionate Share shall be solely for the account of the Swing Line
Lender. The Borrowers shall pay accrued interest on the unpaid principal amount of each Swing Line
Loan on the last Business Day of each fiscal quarter and at maturity.




          (f) Payments Directly to Swing Line Lender. The Borrowers shall make all payments of
principal and interest in respect of the Swing Line Loans directly to the Swing Line Lender.




     2.04. Amount Limitations, Commitment Reductions, Etc.



          (a) Optional Reduction or Cancellation of Commitments. The Borrowers may, upon five
(5) Business Days written notice to the Administrative Agent (each a “Reduction Notice”),
permanently reduce the Total Revolving Loan Commitment by the amount of $5,000,000 or an integral
multiple of $5,000,000 in excess thereof or cancel the Total Revolving Loan Commitment in its
entirety; provided, however, that:




               (i) The Borrowers may not reduce the Total Revolving Loan Commitment prior to the Maturity
Date, if, after giving effect to such reduction, the Effective



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Amount of all Revolving Loans, L/C Obligations and Swing Line Loans then outstanding would
exceed the Total Revolving Loan Commitment as so reduced; and



               (ii) The Borrowers may not cancel the Total Revolving Loan Commitment prior to the Maturity
Date, if, after giving effect to such cancellation, any Revolving Loan would then remain
outstanding.


Any Reduction Notice shall be irrevocable; provided that any Reduction Notice may state
that such notice is conditioned upon the effectiveness of other credit facilities, in which case
such notice may be revoked by the Borrowers (by written notice to the Administrative Agent on or
prior to the specified effective date previously provided in the applicable Reduction Notice) if
such condition is not satisfied.




          (b) Mandatory Reduction of Commitments.




               (i) 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 pursuant to Section 2.06(c)(iii), (iv) or (v) or Section 2.06(d) if
the Effective Amount of such Loans was then equal to the amount of such Commitment (but without
regard to the actual usage of such 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.



               (ii) The Total Revolving Loan Commitment shall be automatically and permanently reduced to
zero on the Maturity Date.



          (c) Effect of Revolving Loan Commitment Adjustments. From the effective date of any
reduction or increase of the Total Revolving Loan Commitment, the Commitment Fees payable pursuant
to Section 2.05(b) shall be computed on the basis of the Total Revolving Loan Commitment as
so reduced or increased. Once reduced or cancelled, the Total Revolving Loan Commitment may not be
increased or reinstated without the prior written consent of all Lenders (except as permitted under
Section 2.01(b)). Any reduction of the Total Revolving Loan Commitment pursuant to
Section 2.04(a) shall be applied ratably to reduce each Lender’s Revolving Loan Commitment
in accordance with clause (i) of Section 2.10(a).




     2.05. Fees.



          (a) Administrative Agent’s Fee; Other Fees. The Borrowers shall pay to the
Administrative Agent, for its own account, agent’s fees and other compensation in the amounts and
at the times set forth in the Administrative Agent’s Fee Letter and any fees set forth in any other
fee letter or agreement executed in connection with any increase under Section 2.01(b).




          (b) Commitment Fee. The Borrowers shall pay to the Administrative Agent, for the
ratable benefit of the Lenders as provided in clause (iv) of Section 2.10(a), a commitment
fee (a “Commitment Fee”) equal to the Commitment Fee Percentage of the daily average Unused
Revolving Commitment for the period beginning on the date of this Agreement
and ending on the Maturity Date. The Borrowers shall pay the Commitment Fee in arrears on the
last Business

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Day in each March, June, September and December (commencing June 29, 2007) and on the
Maturity Date (or if the Total Revolving Loan Commitment is cancelled on a date prior to the
Maturity Date, on such prior date).




     2.06. Prepayments.



          (a) Terms of All Prepayments. Upon the prepayment of any Loan (whether such
prepayment is an optional prepayment under Section 2.06(b), a mandatory prepayment required
by Section 2.06(c) or a mandatory prepayment required by any other provision of this
Agreement or the other Credit Documents, including a prepayment upon acceleration), the Borrowers
shall pay (i) to the Administrative Agent for the account of the Lender that made such Loan all
accrued interest and fees to the date of such prepayment on the amount prepaid and (ii) to such
Lender if such prepayment is the prepayment of a LIBOR Loan on a day other than the last day of an
Interest Period for such LIBOR Loan, all amounts payable to such Lender pursuant to Section
2.13.




          (b) Optional Prepayments.




               (i) At their option, the Borrowers may, without premium or penalty but subject to Section
2.13 in the case of LIBOR Loans, upon one (1) Business Day’s notice from the Borrowers to the
Administrative Agent in the case of Base Rate Loans or three (3) Business Days’ notice from the
Borrowers to the Administrative Agent in the case of LIBOR Loans, prepay the Base Rate Loans in any
Borrowing and all accrued but unpaid interest thereon in part, in a minimum principal amount of
$3,000,000 or an integral multiple of $500,000 in excess thereof, or in whole and prepay the LIBOR
Loans in any Borrowing and all accrued but unpaid interest thereon in part, in a minimum principal
amount of $5,000,000 or an integral multiple of $1,000,000 in excess thereof, or in whole. Each
such notice shall specify the date and amount of such prepayment; provided that if such
prepayment is on any day other than on the last day of the Interest Period applicable to such LIBOR
Loan, the Borrowers shall be subject to the payments required by Section 2.13. If such
notice is given by the Borrowers, the Borrowers shall make such prepayment and the payment amount
specified in such notice shall be due and payable on the date specified therein. If no Default or
Event of Default has occurred and is continuing, all prepayments under this Section 2.06(b)
which are applied to reduce the principal amount of the Loans shall be applied to the Loans as
directed by the Borrowers. If the Borrowers fail to direct the application of any such
prepayments, then such principal prepayments shall be applied first to the accrued but unpaid
interest on and then any principal of the Swing Line Loans until paid in full, second to the
accrued but unpaid interest on and then any principal of the Revolving Loans until paid in full,
and finally to Cash Collateralize the Obligations in an amount equal to the Effective Amount of the
L/C Obligations. In each case, to the extent possible, such principal payment shall be first
applied to prepay Base Rate Loans and then if any funds remain, to prepay LIBOR Loans;
provided that if an Event of Default has occurred and is continuing at the time any such
prepayment is made, the Lenders shall apply such prepayments to such Obligations as the
Administrative Agent may determine in its discretion which determination shall be effective as to
all Lenders (but for regulatory purposes, the Lenders may apply such payments internally as they
shall determine).



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               (ii) At their option, the Borrowers may, upon notice by the Borrowers to the Swing Line Lender
(with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay
Swing Line Loans in whole or in part without premium or penalty; provided, that (A) such
notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00
p.m. on the date of the prepayment, and (B) any such prepayment shall be in a minimum principal
amount of $100,000 or an integral multiple of $25,000 in excess thereof. Each such notice shall
specify the date and amount of such prepayment. If such notice is given by the Borrowers, the
Borrowers shall make such prepayment and the payment amount specified in such notice shall be due
and payable on the date specified therein.



          (c) Mandatory Prepayments. The Borrowers shall prepay (or Cash Collateralize, as
applicable) the Obligations as follows:




               (i) If, at any time, the Effective Amount of all Revolving Loans, Swing Line Loans and L/C
Obligations then outstanding exceeds the Total Revolving Loan Commitment at such time, the
Borrowers shall immediately (A) prepay the Swing Line Loans to the extent Swing Line Loans in a
sufficient amount are then outstanding, (B) then prepay the Revolving Loans to the extent Revolving
Loans in a sufficient amount are then outstanding and (C) otherwise, Cash Collateralize the
Obligations in an amount equal to the then Effective Amount of the L/C Obligations, in an aggregate
principal amount equal to such excess.



               (ii) The Borrowers shall repay each Swing Line Loan on the earlier to occur of (A) the Swing
Line Settlement Date occurring after such Swing Line Loan is made and (B) the Maturity Date.



               (iii) If, at any time after the Closing Date during any calendar year (including 2007), any
Loan Party sells or otherwise disposes of any assets (other than sales permitted under Sections
5.02(c)), 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 eighty-five percent (85%) of the Net Proceeds from
any such sale or disposition; provided that so long as the cash portion of the
consideration for any such disposed assets is not less than 90% 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 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. Notwithstanding the foregoing, the Borrowers shall not be required to make a prepayment
pursuant to this clause (iii) with respect to any sale (a “Relevant Sale”) if the
Borrowers advise the Administrative Agent in writing at the time the Net Proceeds from such
Relevant Sale are received that the applicable Borrower intends to reinvest all or any portion of
such Net Proceeds in replacement assets to the extent (A) such Net Proceeds are in fact committed
to be reinvested by such Borrower pursuant to a purchase contract providing for the acquisition of
such replacement assets that is executed by such Borrower and the related seller within 90 days
from the date of such Relevant Sale and (B) the acquisition of such replacement assets occurs
within 270 days from the date of such Relevant Sale. If, at any time after the occurrence of a
Relevant Sale and prior to the acquisition of the related replacement assets, the 90 or 270-day
period provided in clause (A) or (B) of the preceding sentence shall elapse without



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execution of the related purchase contract (in the case of clause (A)) or the occurrence of
the related acquisition (in the case of clause (B)) or a Default or Event of Default shall occur,
then the Borrowers shall immediately prepay the outstanding Obligations in the amount and in the
manner described in the first sentence of this clause (iii).



               (iv) 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.



               (v) Not later than four (4) Business Days following the date of receipt (each a “Receipt
Date”) by a Loan Party (or the Administrative Agent or the Security Trustee) of any Net
Insurance Proceeds or Net Condemnation Proceeds during any calendar year (including 2007), when
added to the Net Insurance Proceeds and Net Condemnation Proceeds received by a Loan Party (or the
Administrative Agent or the Security Trustee) during such calendar year, in the aggregate, exceed
$25,000,000 for such calendar year, the Borrower shall prepay the outstanding Obligations in the
manner set forth in Section 2.06(d) in an amount equal to the aggregate amount of the sum
of such excess or such increase in such excess. Notwithstanding the foregoing, the Borrower shall
not be required to make a prepayment pursuant to this clause (v) with respect to any
particular Net Insurance Proceeds or Net Condemnation Proceeds if the Borrower advises the
Administrative Agent in writing within four (4) Business Days after the related Receipt Date that
it or another Loan Party intends to repair, restore or replace the assets from which such Net
Insurance Proceeds or Net Condemnation Proceeds derived to the extent (A) such Net Insurance
Proceeds and Net Condemnation Proceeds are in fact committed to be utilized to repair, restore or
replace such assets pursuant to one or more contracts providing for such repair, restoration or
replacement that is executed by a Loan Party and the relevant counterparty(ies) within 90 days
after the related Receipt Date, (B) such repair, restoration or replacement is completed within 270
days after the related Receipt Date and (C) the Net Insurance Proceeds or Net Condemnation Proceeds
are sufficient to defray the entire cost of such repair, restoration or replacement or if not, the
Borrower has deposited with the Administrative Agent good funds equal to the difference between the
cost of such repair, restoration or replacement and the amount of Net Insurance Proceeds or Net
Condemnation Proceeds deposited with the Administrative Agent, and such funds and proceeds will be
held by the Administrative Agent and disbursed under procedures established by the Administrative
Agent in good faith. If, at any time after the occurrence of a Receipt Date and prior to the
completion of the corresponding repair, restoration or replacement, the 90 or 270-day period
provided in clause (A) or (B) of the preceding sentence shall elapse without execution of the
related contract (in the case of clause (A)) or the completion of the related repair, restoration
or replacement (in the case of clause (B)), or the Borrower shall fail to provide and deposit the
funds and proceeds required under clause (C) above, or an Event of Default shall occur, then the
Borrower shall immediately prepay the outstanding Obligations in the amount and in the manner
described in the first sentence of this clause (v). If the Borrower has provided the
written notice contemplated by the prior sentence, then until such Net Insurance Proceeds or Net
Condemnation Proceeds are needed to pay for the related repair, restoration or replacement such
proceeds shall be held by the Administrative Agent as collateral. No right to apply proceeds to
repair, restoration or



-51-









 







replacement shall exist if any such repair, restoration or replacement cannot reasonably be
completed prior to 180 days before the Maturity Date.



               (vi) The Borrowers shall deliver to the Administrative Agent, at the time of each prepayment
required under this Section 2.06(c), (A) a certificate signed by the chief financial
officer of the Borrowers setting forth in reasonable detail the calculation of the amount of such
prepayment and (B) to the extent practicable, at least three days prior written notice of such
prepayment. Each notice of prepayment shall specify the prepayment date and the Type and principal
amount of each Loan (or portion thereof) to be prepaid. In the event that the Borrowers shall
subsequently determine that the actual amount required to be prepaid was greater than the amount
set forth in such certificate, the Borrowers shall promptly make an additional prepayment of the
Loans (and/or, if applicable, the Revolving Loan Commitments shall be permanently reduced) in an
amount equal to the amount of such excess, and the Borrowers shall concurrently therewith deliver
to the Administrative Agent a certificate signed by the chief financial officer of the Borrowers
demonstrating the derivation of the additional amount resulting in such excess.



          (d) Application of Loan Prepayments. The amount of all required prepayments shall be
applied as follows: (A) to prepay the Swing Line Loans to the extent Swing Line Loans are then
outstanding, (B) then to prepay the Revolving Loans to the extent Revolving Loans are then
outstanding and (C) otherwise, to Cash Collateralize the Obligations in an amount equal to the then
Effective Amount of the L/C Obligations. Without modifying the order of application of prepayments
set forth in the preceding sentence, all such prepayments shall, to the extent possible, be first
applied to prepay Base Rate Loans and then if any funds remain, to prepay LIBOR Loans. 




     2.07. Other Payment Terms.



          (a) Place and Manner. All payments to be made by the Borrowers under this Agreement
or any other Credit Document shall be made without condition or deduction for any counterclaim,
defense, recoupment or setoff. The Borrowers shall make all payments due to each Lender or the
Administrative Agent under this Agreement or any other Credit Document by payments to the
Administrative Agent at the Administrative Agent’s office located at the address specified in
Section 8.01, with each payment due to a Lender to be for the account of such Lender and
such Lender’s Applicable Lending Office. The Borrowers shall make all payments under this
Agreement or any other Credit Document in lawful money of the United States and in same day or
immediately available funds not later than 3:00 p.m. on the date due. The Administrative Agent
shall promptly disburse to each Lender each payment received by the Administrative Agent for the
account of such Lender.




          (b) Date. Whenever any payment due hereunder shall fall due on a day other than a
Business Day, such payment shall be made on the next succeeding Business Day, and such extension of
time shall be included in the computation of interest or fees, as the case may be.




          (c) Default Rate. Upon the occurrence and during the continuation of any Event of
Default, until the time when such Event of Default shall have been cured or waived
in




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writing by the Required Lenders or all the Lenders (as may be required by this Agreement),
the Borrowers shall pay interest on the aggregate, outstanding principal amount of all Obligations
hereunder at a per annum rate equal to the otherwise applicable interest rate plus two
percent (2.00%) or, if no such per annum rate is applicable to any such Obligations, at a per annum
rate equal to the Base Rate, plus the Applicable Margin for Base Rate Loans, plus two percent
(2.00%) (the “Default Rate”) payable on demand. Overdue interest shall itself bear
interest at the Default Rate, and shall be compounded with the principal Obligations daily, to the
fullest extent permitted by applicable laws.




          (d) Application of Payments. All payments hereunder shall be applied first to unpaid
fees, costs and expenses then due and payable under this Agreement or the other Credit Documents,
second to accrued interest then due and payable under this Agreement or the other Credit Documents
and finally to reduce the principal amount of outstanding Loans and L/C Borrowings. The proceeds
of Collateral will be applied as set forth in the Security Documents.




          (e) Failure to Pay the Administrative Agent. Unless the Administrative Agent shall
have received notice from the Borrowers at least one (1) Business Day prior to the date on which
any payment is due to the Lenders hereunder that the Borrowers will not make such payment in full,
the Administrative Agent shall be entitled to assume that the Borrowers have made or will make such
payment in full to the Administrative Agent on such date and the Administrative Agent may, in
reliance upon such assumption, cause to be paid to the Lenders on such due date an amount equal to
the amount then due such Lenders. If and to the extent the Borrowers shall not have so made such
payment in full to the Administrative Agent, each such Lender shall repay to the Administrative
Agent forthwith on demand such amount distributed to such Lender together with interest thereon,
for each day from the date such amount is distributed to such Lender until the date such Lender
repays such amount to the Administrative Agent, at a per annum rate equal to (i) the Federal Funds
Rate for the first three (3) days and (ii) the rate applicable to Base Rate Loans thereafter. A
certificate of the Administrative Agent submitted to any Lender with respect to any amount owing by
such Lender under this Section 2.07(e) shall be conclusive absent manifest error.




     2.08. Loan Accounts; Notes.



          (a) Loan Accounts. The obligation of the Borrowers to repay the Loans made to it by
each Lender and to pay interest thereon at the rates provided herein shall be evidenced by an
account or accounts maintained by such Lender on its books (individually, a “Loan
Account”), except that any Lender may request that its Loans be evidenced by a note or notes
pursuant to Section 2.08(b) and Section 2.08(c). Each Lender shall record in its
Loan Accounts (i) the date and amount of each Loan made by such Lender, (ii) the interest rates
applicable to each such Loan and the effective dates of all changes thereto, (iii) the Interest
Period for each LIBOR Loan, (iv) the date and amount of each principal and interest payment on each
Loan and (v) such other information as such Lender may determine is necessary for the computation
of principal and interest payable to it by the Borrowers hereunder; provided,
however, that any failure by a Lender to make, or any error by any Lender in making, any
such notation shall not affect the Borrowers’ Obligations. The Loan Accounts shall be conclusive
absent manifest error as to the matters noted therein. In addition to the Loan Accounts, each
Lender and the Administrative Agent shall maintain in accordance with its usual practice
accounts or records

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evidencing the purchases and sales by such Lender of participations in
Letters of Credit and Swing Line Loans. In the event of any conflict between the accounts and
records maintained by the Administrative Agent and the accounts and records of any Lender in
respect of such matters, the accounts and records of the Administrative Agent shall control.




          (b) Revolving Loan Notes. Each Lender’s Revolving Loans shall be evidenced by a
promissory note in the form of Exhibit E (individually, a “Revolving Loan Note”)
which note shall be (i) payable to the order of such Lender, (ii) in the amount of such Lender’s
Revolving Loan Commitment, (iii) dated the Closing Date and (iv) otherwise appropriately completed.
The Borrowers authorize each Lender to record on the schedule annexed to such Lender’s Revolving
Loan Note the date and amount of each Revolving Loan made by such Lender and of each payment or
prepayment of principal thereon made by the Borrowers, and agrees that all such notations shall be
conclusive absent manifest error with respect to the matters noted; provided,
however, that any failure by a Lender to make, or any error by any Lender in making, any
such notation shall not affect the Borrowers’ Obligations. The Borrowers further authorize each
Lender to attach to and make a part of such Lender’s Revolving Loan Note continuations of the
schedule attached thereto as necessary. If, because any Lender designates separate Applicable
Lending Offices for Base Rate Loans and LIBOR Loans, such Lender requests that separate promissory
notes be executed to evidence separately such Revolving Loans, then each such note shall be in the
form of Exhibit E, mutatis mutandis to reflect such division, and shall be (w) payable to
the order of such Lender, (x) in the amount of such Lender’s Revolving Loan Commitment, (y) dated
the Closing Date and (z) otherwise appropriately completed. Such notes shall, collectively,
constitute a Revolving Loan Note.




          (c) Swing Line Notes. The Swing Line Lender’s Swing Line Loans shall be evidenced by
a promissory note in the form of Exhibit H (individually, a “Swing Line Note”)
which note shall be (i) payable to the order of the Swing Line Lender, (ii) in the amount of the
Swing Line Lender’s Swing Line Loans, (iii) dated the Closing Date and (iv) otherwise appropriately
completed.




     2.09. Loan Funding.



          (a) Lender Funding and Disbursement to the Borrowers. Each Lender shall, before 2:00
p.m. on the date of each Borrowing, make available to the Administrative Agent at the
Administrative Agent’s office specified in Section 8.01, in same day or immediately
available funds, such Lender’s Revolving Proportionate Share of such Borrowing. After the
Administrative Agent’s receipt of such funds and upon satisfaction of the applicable conditions set
forth in Section 3.02 (and, if such Borrowing is the initial Loan or Letter of Credit,
Section 3.01), the Administrative Agent shall promptly make all funds so received available
to the Borrowers in like funds as received by the Administrative Agent either by (i) crediting the
joint account of the Borrowers maintained by the Borrowers on the books of Wells Fargo with the
amount of such funds or (ii) wire transfer of such funds, in each case in accordance with
instructions provided to the Administrative Agent by the Borrowers; provided,
however, that if, on the date of the Borrowing there are L/C Borrowings outstanding, then
the proceeds of such Borrowing shall be applied, first, to the payment in full of any such
L/C Borrowings, and second, to the Borrowers as provided above.




-54-









 








          (b) Lender Failure to Fund. Unless the Administrative Agent shall have received
notice from a Lender prior to the date of any Borrowing that such Lender will not make available to
the Administrative Agent such Lender’s Revolving Proportionate Share of such Borrowing, the
Administrative Agent shall be entitled to assume that such Lender has made or will make such
portion available to the Administrative Agent on the date of such Borrowing in accordance with
Section 2.09(a), and the Administrative Agent may on such date, in reliance upon such
assumption, disburse or otherwise credit to the Borrowers a corresponding amount. If any Lender
does not make the amount of such Lender’s Revolving Proportionate Share of any Borrowing available
to the Administrative Agent on or prior to the date of such Borrowing, such Lender shall pay to the
Administrative Agent, on demand, interest which shall accrue on such amount from the date of such
Borrowing until such amount is paid to the Administrative Agent at rates equal to (i) the daily
Federal Funds Rate during the period from the date of such Borrowing through the third Business Day
thereafter and (ii) the rate applicable to Base Rate Loans thereafter. A certificate of the
Administrative Agent submitted to any Lender with respect to any amount owing by such Lender under
this Section 2.09(b) shall be conclusive absent manifest error with respect to such amount.
If the amount of any Lender’s Revolving Proportionate Share of any Borrowing is not paid to the
Administrative Agent by such Lender within three (3) Business Days after the date of such
Borrowing, the Borrowers shall repay such amount to the Administrative Agent, on demand, together
with interest thereon, for each day from the date such amount was disbursed to the Borrowers until
the date such amount is repaid to the Administrative Agent, at the interest rate applicable at the
time to the Loans comprising such Borrowing.




          (c) Lenders’ Obligations Several. The failure of any Lender to make the Loan to be
made by it as part of any Borrowing or to fund participations in Letters of Credit and Swing Line
Loans to be funded by it shall not relieve any other Lender of its obligation hereunder to make its
Loan as part of such Borrowing or fund its participations in Letters of Credit and Swing Line
Loans, but no Lender shall be obligated in any way to make any Loan or fund any participation in
Letters of Credit or Swing Line Loans which another Lender has failed or refused to make or
otherwise be in any way responsible for the failure or refusal of any other Lender to make any Loan
required to be made by such other Lender on the date of any Borrowing or to fund any participation
required to be funded by such other Lender.




     2.10. Pro Rata Treatment.



          (a) Borrowings, Commitment Reductions, Etc. Except as otherwise provided herein:




               (i) Each Revolving Borrowing and reduction of the Total Revolving Loan Commitment shall be
made or shared among the Lenders pro rata according to their respective Revolving Proportionate
Shares;



               (ii) Each payment of principal on Loans in any Borrowing shall be shared among the Lenders
which made or funded the Loans in such Borrowing pro rata according to the respective unpaid
principal amounts of such Loans then owed to such Lenders;




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               (iii) Each payment of interest on Loans in any Borrowing shall be shared among the
Lenders which made or funded the Loans in such Borrowing pro rata according to (A) the respective
unpaid principal amounts of such Loans so made or funded by such Lenders and (B) the dates on which
such Lenders so made or funded such Loans;



               (iv) Each payment of Commitment Fees and Letter of Credit fees payable under Section
2.02(i) shall be shared among the Lenders with Revolving Loan Commitments (except for
Defaulting Lenders) pro rata according to (A) their respective Revolving Proportionate Shares and
(B) in the case of each Lender which becomes a Lender hereunder after the date hereof, the date
upon which such Lender so became a Lender;



               (v) Each payment of interest (other than interest on Loans) shall be shared among the Lenders
and the Administrative Agent owed the amount upon which such interest accrues pro rata according to
(A) the respective amounts so owed such Lenders and the Administrative Agent and (B) the dates on
which such amounts became owing to such Lenders and the Administrative Agent; and



               (vi) All other payments under this Agreement and the other Credit Documents (including,
without limitation, fees paid in connection with any amendment, consent, waiver or the like) shall
be for the benefit of the Person or Persons specified.



          (b) Sharing of Payments, Etc. If any Lender shall obtain any payment (whether
voluntary, involuntary, through the exercise of any right of setoff, or otherwise) on account of
the Loans made by it, or the participations in L/C Obligations or in Swing Line Loans held by it,
in excess of its ratable share of payments on account of the Loans and the L/C Obligations obtained
by all Lenders entitled to such payments, such Lender shall forthwith purchase from the other
Lenders such participations in the Loans and/or participations in L/C Obligations or in Swing Line
Loans as shall be necessary to cause such purchasing Lender to share the excess payment ratably
with each of them; provided, however, that if all or any portion of such excess
payment is thereafter recovered from such purchasing Lender, such purchase shall be rescinded and
each other Lender shall repay to the purchasing Lender the purchase price to the extent of such
recovery together with an amount equal to such other Lender’s ratable share (according to the
proportion of (i) the amount of such other Lender’s required repayment to (ii) the total amount so
recovered from the purchasing Lender) of any interest or other amount paid or payable by the
purchasing Lender in respect of the total amount so recovered. The Borrowers agree that any Lender
so purchasing a participation from another Lender pursuant to this Section 2.10(b) may, to
the fullest extent permitted by law, exercise all its rights of payment (including the right of
setoff) with respect to such participation as fully as if such Lender were the direct creditor of
the Borrowers in the amount of such participation.




     2.11. Change of Circumstances.



          (a) Inability to Determine Rates. If, on or before the first day of any Interest
Period for any LIBOR Loan, (i) any Lender shall advise the Administrative Agent that the LIBOR Rate
for such Interest Period cannot be adequately and reasonably determined due to the unavailability
of funds in or other circumstances affecting the London interbank market or (ii) any Lender shall
advise the Administrative Agent that the rate of interest for such Loan does




-56-









 







not adequately and fairly reflect the cost to such Lender of making or maintaining such LIBOR
Loan, the Administrative Agent shall immediately give notice of such condition to the Borrowers and
the other Lenders. After the giving of any such notice and until the Administrative Agent shall
otherwise notify the Borrowers that the circumstances giving rise to such condition no longer
exist, the Borrowers’ right to request the making of, conversion to or a new Interest Period for
LIBOR Loans shall be suspended. Any LIBOR Loans outstanding at the commencement of any such
suspension shall be converted at the end of the then current Interest Period for such LIBOR Loans
into Base Rate Loans unless such suspension has then ended.




          (b) Illegality. If, after the date of this Agreement, the adoption of any
Governmental Rule, any change in any Governmental Rule or the application or requirements thereof
(whether such change occurs in accordance with the terms of such Governmental Rule as enacted, as a
result of amendment or otherwise), any change in the interpretation or administration of any
Governmental Rule by any Governmental Authority, or compliance by any Lender with any request or
directive (whether or not having the force of law) of any Governmental Authority (a “Change of
Law”) shall make it unlawful or impossible for any Lender to make or maintain any LIBOR Loan,
such Lender shall immediately notify the Administrative Agent and the Borrowers in writing of such
Change of Law. Upon receipt of such notice, (i) the Borrowers’ right to request the making of,
conversion to or a new Interest Period for LIBOR Loans with respect to such Lender shall be
terminated, and (ii) the Borrowers shall, at the request of such Lender, either (A) pursuant to
Section 2.01(e), as the case may be, convert any such then outstanding LIBOR Loans of such
Lender into Base Rate Loans at the end of the current Interest Period for such LIBOR Loans or (B)
immediately repay or convert any such LIBOR Loans of such Lender if such Lender shall notify the
Borrowers that such Lender may not lawfully continue to fund and maintain such LIBOR Loans. Any
conversion or prepayment of LIBOR Loans made pursuant to the preceding sentence prior to the last
day of an Interest Period for such LIBOR Loans shall be deemed a prepayment thereof for purposes of
Section 2.13. After any Lender notifies the Administrative Agent and the Borrowers of such
a Change of Law and until such Lender notifies the Administrative Agent and the Borrowers that it
is no longer unlawful or impossible for such Lender to make or maintain a LIBOR Loan, all Revolving
Loans of such Lender shall be Base Rate Loans.




          (c) Increased Costs. If, after the date of this Agreement, any Change of Law:




               (i) Shall subject any Lender to any tax, duty or other charge with respect to any LIBOR Loan,
or shall change the basis of taxation of payments by the Borrowers to any Lender on such a LIBOR
Loan or in respect to such a LIBOR Loan under this Agreement (except for changes in the rate of
taxation on the overall net income of any Lender imposed by its jurisdiction of incorporation or
the jurisdiction in which its principal executive office is located); or



               (ii) Shall impose, modify or hold applicable any reserve (excluding any Reserve Requirement or
other reserve to the extent included in the calculation of the LIBOR Rate for any Loans), special
deposit or similar requirement against assets held by, deposits or other liabilities in or for the
account of, advances or loans by, or any other acquisition of funds by any Lender for any LIBOR
Loan; or



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               (iii) Shall impose on any Lender any other condition related to any LIBOR Loan or such
Lender’s Revolving Loan Commitment;


and the effect of any of the foregoing is to increase the cost to such Lender of making, renewing,
or maintaining any such LIBOR Loan or its Revolving Loan Commitment or to reduce any amount
receivable by such Lender hereunder; then the Borrowers shall from time to time, within five (5)
Business Days after demand by such Lender, pay to such Lender additional amounts sufficient to
reimburse such Lender for such increased costs or to compensate such Lender for such reduced
amounts. A certificate setting forth in reasonable detail the amount of such increased costs or
reduced amounts, submitted by such Lender to the Borrowers shall be conclusive absent manifest
error. The obligations of the Borrowers under this Section 2.11(c) shall survive the
payment and performance of the Obligations and the termination of this Agreement.




          (d) Capital Requirements. If, after the date of this Agreement, any Lender determines
that (i) any Change of Law affects the amount of capital required or expected to be maintained by
such Lender or any Person controlling such Lender (a “Capital Adequacy Requirement”) and
(ii) the amount of capital maintained by such Lender or such Person which is attributable to or
based upon the Loans, the Letters of Credit, the Revolving Loan Commitments or this Agreement must
be increased as a result of such Capital Adequacy Requirement (taking into account such Lender’s or
such Person’s policies with respect to capital adequacy), the Borrowers shall pay to such Lender or
such Person, within five (5) Business Days after demand of such Lender, such amounts as such Lender
or such Person shall determine are necessary to compensate such Lender or such Person for the
increased costs to such Lender or such Person of such increased capital. A certificate setting
forth in reasonable detail the amount of such increased costs, submitted by any Lender to the
Borrowers shall be conclusive absent manifest error. The obligations of the Borrowers under this
Section 2.11(d) shall survive the payment and performance of the Obligations and the
termination of this Agreement.




     2.12. Taxes on Payments.



          (a) Payments Free of Taxes. All payments made by the Borrowers under this Agreement
and the other Credit Documents shall be made free and clear of, and without deduction or
withholding for or on account of, any present or future income, stamp, documentary or other taxes,
any duties, or any other levies, imposts, charges, fees, deductions or withholdings, now or
hereafter imposed, levied, collected, withheld or assessed by any Governmental Authority (other
than (x) taxes imposed on or measured by the Administrative Agent’s or any Lender’s overall net
income (however denominated), and franchise taxes imposed on the Administrative Agent or such
Lender (in lieu of net income taxes), by the jurisdiction (or any political subdivision thereof)
under the laws of which such recipient is organized or in which its principal office is located or,
in the case of any Lender, in which its applicable lending office is located and (y) any branch
profits taxes imposed by the United States of America or any similar tax imposed by any other
jurisdiction in which the Borrowers are located) (all such non-excluded taxes, duties, levies,
imposts, charges, fees, deductions and withholdings being hereinafter called “Taxes”). If
any Taxes are required to be withheld from any amounts payable to the Administrative Agent or any
Lender hereunder or under the other Credit Documents, the amounts so payable to the Administrative
Agent or such Lender shall be
increased to the extent




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necessary to yield to the Administrative Agent or such Lender (after
payment of all Taxes) interest or any such other amounts payable hereunder at the rates or in the
amounts specified in this Agreement and the other Credit Documents. Whenever any Taxes are payable
by the Borrowers, as promptly as possible thereafter, the Borrowers shall send to the
Administrative Agent for its own account or for the account of such Lender, as the case may be, a
certified copy of an original official receipt received by the Borrowers showing payment thereof.
If the Borrowers fail to pay any Taxes when due to the appropriate taxing authority or fail to
remit to the Administrative Agent the required receipts or other required documentary evidence, the
Borrowers shall indemnify the Administrative Agent and the Lenders for any taxes, interest or
penalties that may become payable by the Administrative Agent or any Lender as a result of any such
failure. The obligations of the Borrowers under this Section 2.12 shall survive the
payment and performance of the Obligations and the termination of this Agreement.




          (b) In addition, the Borrowers shall pay to the relevant taxing authority in accordance with
applicable law, and indemnify and hold the Administrative Agent and the Lenders harmless from, any
present or future stamp, documentary, excise, property, sales or similar taxes, charges or levies
that arise from the delivery or registration of, performance under, or otherwise with respect to,
this Agreement or any other Credit Document (hereinafter referred to as “Other Taxes”).




          (c) The Borrowers shall indemnify each Lender and the Administrative Agent for and hold them
harmless against the full amount of Taxes and Other Taxes, and for the full amount of taxes of any
kind imposed by any jurisdiction on amounts payable under this Section 2.12, imposed on or
paid by such Lender or the Administrative Agent (as the case may be) and any liability (including
penalties, additions to tax, interest and expenses) arising therefrom or with respect thereto.
This indemnification shall be made within thirty (30) days from the date such Lender or the
Administrative Agent (as the case may be) makes written demand therefor, which demand shall contain
a reasonably detailed statement of the basis and calculation of the amount demanded.




          (d) Within thirty (30) days after the date of any payment of Taxes or Other Taxes pursuant to
Section 2.12(a) or (b), the Borrowers shall furnish to the Administrative Agent, at
its address referred to in Section 8.01(a), the original or a certified copy of a receipt
evidencing such payment, to the extent that such receipt is issued therefor or such other written
proof of payment thereof that is reasonably satisfactory to the Administrative Agent.




          (e) Withholding Exemption Certificates. On or prior to the date of the initial
Borrowing or, if such date does not occur within thirty (30) days after the date of this Agreement,
by the end of such 30-day period, each Lender which is not organized under the laws of the United
States of America or a state thereof shall deliver to the Borrowers and the Administrative Agent
two duly completed copies of United States Internal Revenue Service Form W-8BEN or W-8ECI (or
successor applicable form), as the case may be, certifying in each case that such Lender is
entitled to receive payments under this Agreement without deduction or withholding of any United
States federal income taxes. Each such Lender further agrees (i) promptly to notify the Borrowers
and the Administrative Agent of any change of circumstances (including any change in any treaty,
law or regulation) which would prevent such Lender from receiving payments hereunder without any
deduction or withholding of such Taxes

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and (ii) if such Lender has not so notified the Borrowers and the Administrative Agent of any
change of circumstances which would prevent such Lender from receiving payments hereunder without
any deduction or withholding of taxes, then on or before the date that any certificate or other
form delivered by such Lender under this Section 2.12(e) expires or becomes obsolete or
after the occurrence of any event requiring a change in the most recent such certificate or form
previously delivered by such Lender, to deliver to the Borrowers and the Administrative Agent a new
certificate or form, certifying that such Lender is entitled to receive payments under this
Agreement without deduction or such taxes, but only if and to the extent such Lender is legally
entitled to do so. If (i) there has not occurred any change of circumstances (including any change
in any treaty, law or regulation) which would prevent a Lender from receiving payments hereunder
without any deduction or withholding of such Taxes, which would present a Lender from doing so and
(ii) such Lender (other than an assignee pursuant to a request by the Borrower under Section
2.15) fails to provide to the Borrowers or the Administrative Agent pursuant to this
Section 2.12(e) (or, in the case of an Assignee Lender, Section 8.05(c)) any
certificates or other evidence required by such provision to establish that such Lender is, at the
time it becomes a Lender hereunder, entitled to receive payments under this Agreement without
deduction or withholding of any United States federal income taxes, such Lender shall not be
entitled to any indemnification under Section 2.12(a) for any Taxes imposed on such Lender
primarily as a result of such failure, except to the extent that such Lender (or its assignor, if
any) was entitled, at the time such Lender became a Lender hereunder, to receive additional amounts
from the Borrower with respect to such withholding tax pursuant to Section 2.12(a).




          (f) Tax Returns. Nothing contained in this Section 2.12 shall require the
Administrative Agent or any Lender to make available any of its tax returns (or any other
information relating to its taxes which it deems to be confidential).




     2.13. Funding Loss Indemnification. If the Borrowers shall (a) repay, prepay or
convert any LIBOR Loan on any day other than the last day of an Interest Period therefor (whether a
scheduled payment, an optional prepayment or conversion, a mandatory prepayment or conversion, a
payment upon acceleration or otherwise), (b) fail to borrow any LIBOR Loan for which a Notice of
Loan Borrowing has been delivered to the Administrative Agent (whether as a result of the failure
to satisfy any applicable conditions or otherwise) or (c) fail to convert any Revolving Loans into
LIBOR Loans in accordance with a Notice of Conversion delivered to the Administrative Agent
(whether as a result of the failure to satisfy any applicable conditions or otherwise), the
Borrowers shall pay to the appropriate Lender within five (5) Business Days after demand a
prepayment fee, failure to borrow fee or failure to convert fee, as the case may be (determined as
though 100% of the LIBOR Loan had been funded in the London interbank eurodollar currency market)
equal to the sum of:



          (a) $250; plus




          (b) the amount, if any, by which (i) the additional interest would have accrued on the amount
prepaid or not borrowed at the LIBOR Rate plus the Applicable Margin for LIBOR Loans if that amount
had remained or been outstanding through the last day of the applicable Interest Period exceeds
(ii) the interest that such Lender could recover by placing such amount on deposit in the London
interbank eurodollar currency market for a period beginning on the date of the prepayment or
failure to borrow and ending on the last day of the applicable

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Interest Period (or, if no deposit rate quotation is available for such period, for the most
comparable period for which a deposit rate quotation may be obtained); plus




          (c) all reasonable out-of-pocket expenses incurred by such Lender directly attributable to
such payment, prepayment or failure to borrow.



Each Lender’s determination of the amount of any prepayment fee payable under this Section
2.13 shall be submitted to the Borrowers in writing and shall be presumed conclusive in the
absence of manifest error. The obligations of the Borrowers under this Section 2.13 shall
survive the payment and performance of the Obligations and the termination of this Agreement.




     2.14. Security.



          (a) Security Documents. The Loans, together with all other Obligations, shall be
secured by the Liens granted by the Borrowers under the Security Documents (or, in the case of any
Real Property Security Document, the Obligations described in such Real Property Security Document
and subject to any limitation specifically set forth therein). All obligations of a Guarantor
under the Credit Documents shall be secured by the Liens granted by such Guarantor under the
Security Documents. So long as the terms thereof are in compliance with this Agreement, each
Lender Rate Contract shall be secured by the Lien of the Security Documents (a) on a pari passu
basis to the extent of the associated Termination Value, and (b) to the extent of any excess, on a
basis which is in all respects subordinated to all other Obligations. Lender Bank Products shall
be secured by the Lien of the Security Documents on a basis which is in all respects subordinated
to all other Obligations.




          (b) Further Assurances. The Borrowers shall deliver, and shall cause each Guarantor
to deliver, to the Administrative Agent or the Security Trustee (as applicable) such mortgages,
deeds of trust, security agreements, pledge agreements, lessor consents and estoppels (containing
appropriate mortgagee and lender protection language), control agreements, and other instruments,
agreements, certificates, opinions and documents (including Uniform Commercial Code financing
statements and fixture filings and landlord waivers) as the Administrative Agent may reasonably
request to:




               (i) grant, perfect, maintain, protect and evidence security interests in favor of the
Administrative Agent or the Security Trustee, for the benefit of the Administrative Agent, the
Security Trustee and the Lenders, in any or all present and future property of the Borrowers and
the Guarantors prior to the Liens or other interests of any Person, except for Permitted Liens; and



               (ii) otherwise establish, maintain, protect and evidence the rights provided to the
Administrative Agent or the Security Trustee, for the benefit of the Administrative Agent, the
Security Trustee and the Lenders, pursuant to the Security Documents.


The Borrowers shall fully cooperate with the Administrative Agent, the Security Trustee and the
Lenders and perform all additional acts reasonably requested by the Administrative Agent to effect
the purposes of this Section 2.14.




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     2.15. Replacement of the Lenders. If (a) any Lender shall become a Defaulting Lender
more than one (1) time in a period of twelve (12) consecutive months, (b) any Lender shall continue
as a Defaulting Lender for more than five (5) Business Days at any time, (c) any Lender shall
suspend its obligation to make or maintain LIBOR Loans pursuant to Section 2.11(b) for a
reason which is not applicable to any other Lender, or (d) any Lender shall demand any payment
under Section 2.11(c), 2.11(d) or 2.12(a) for a reason which is not
applicable to any other Lender, then the Administrative Agent may (or upon the written request of
the Borrowers, shall) replace such Lender (the “affected Lender”), or cause such affected
Lender to be replaced, with another lender (the “replacement Lender”) satisfying the
requirements of an Assignee Lender under Section 8.05(c), by having the affected Lender
sell and assign all of its rights and obligations under this Agreement and the other Credit
Documents (including for purposes of this Section 2.15, participations in L/C Obligations
and in Swing Line Loans) to the replacement Lender pursuant to Section 8.05(c);
provided, however, that if the Borrowers seek to exercise such right, it must do so
within sixty (60) days after it first knows or should have known of the occurrence of the event or
events giving rise to such right, and neither the Administrative Agent nor any Lender shall have
any obligation to identify or locate a replacement Lender for the Borrowers (it being expressly
agreed that in such circumstances it is the Borrowers’ obligation to identify or locate a
replacement Lender that is an Eligible Assignee and is acceptable to the Administrative Agent).
Upon receipt by any affected Lender of a written notice from the Administrative Agent stating that
the Administrative Agent is exercising the replacement right set forth in this Section
2.15, such affected Lender shall sell and assign all of its rights and obligations under this
Agreement and the other Credit Documents (including for purposes of this Section 2.15,
participations in L/C Obligations and in Swing Line Loans) to the replacement Lender pursuant to an
Assignment Agreement and Section 8.05(c) for a purchase price equal to the sum of the
principal amount of the affected Lender’s Loans so sold and assigned or such other amount is agreed
to by such affected Lender and such replacement Lender), all accrued and unpaid interest thereon
and its ratable share of all fees and other amounts to which it is entitled.



ARTICLE III. CONDITIONS PRECEDENT.




     3.01. Initial Conditions Precedent. The obligations of the Lenders to make the Loans
comprising the initial Borrowing are subject to the satisfaction of the conditions set forth on
Schedule 3.01 and receipt by the Administrative Agent, on or prior to the Closing Date, of
each item listed on Schedule 3.01, each in form and substance satisfactory to the
Administrative Agent and each Lender, and with sufficient copies for, the Administrative Agent and
each Lender.



     3.02. Conditions Precedent to each Credit Event. The occurrence of each Credit Event
(including the initial Borrowing) is subject to the further conditions that:



          (a) The Borrowers shall have delivered to the Administrative Agent and, if applicable, the L/C
Issuer or the Swing Line Lender, the Notice of Borrowing, Letter of Credit Application, Notice of
Conversion or Notice of Interest Period Selection, as the case may be, for such Credit Event in
accordance with this Agreement; and




          (b) On the date such Credit Event is to occur and after giving effect to such Credit Event,
the following shall be true and correct:




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               (i) The representations and warranties of the Loan Parties set forth in Article IV and
in the other Credit Documents are true and correct in all material respects as if made on such date
(except for representations and warranties expressly made as of a specified date, which shall be
true and correct in all material respects as of such date);



               (ii) No Default or Event of Default has occurred and is continuing or will result from such
Credit Event; and



               (iii) No material adverse change in the operations, business or condition (financial or
otherwise) of any Borrower individually or the Loan Parties (taken as a whole) having occurred
since December 31, 2006.



     The submission by the Borrowers to the Administrative Agent of each Notice of Borrowing, each
Letter of Credit Application, each Notice of Conversion (other than a notice for a conversion to a
Base Rate Loan) and each Notice of Interest Period Selection shall be deemed to be a representation
and warranty by the Borrowers that each of the statements set forth above in this Section
3.02(b) is true and correct as of the date of such notice.



ARTICLE IV. REPRESENTATIONS AND WARRANTIES.




     4.01. Representations and Warranties. In order to induce the Administrative Agent,
the Security Trustee and the Lenders to enter into this Agreement, each Borrower hereby represents
and warrants to the Administrative Agent, the Security Trustee and the Lenders for itself and each
of the other Loan Parties as follows and agrees that each of said representations and warranties
shall be deemed to survive until full, complete and indefeasible payment and performance of the
Obligations and shall apply anew to each Borrowing hereunder:



          (a) Due Incorporation, Formation, Qualification, etc. Each Loan Party (i) is a
corporation, partnership or limited liability company duly organized, validly existing and in good
standing under the laws of its jurisdiction of incorporation or formation; (ii) has the power and
authority to own, lease and operate its properties and carry on its business as now conducted; and
(iii) is duly qualified, licensed to do business and in good standing as a foreign corporation,
partnership or limited liability company, as applicable, in each jurisdiction where its ownership,
lease or operation of property or the conduct of its business requires such qualification or
license and where the failure to be so qualified or licensed, individually or in the aggregate
could have a Material Adverse Effect.




          (b) Authority. The execution, delivery and performance by each Loan Party of each
Credit Document executed, or to be executed, by such Loan Party and the consummation of the
transactions contemplated thereby (i) are within the power of such Loan Party and (ii) have been
duly authorized by all necessary actions on the part of such Loan Party.




          (c) Enforceability. Each Credit Document executed, or to be executed, by each Loan
Party has been, or will be, duly executed and delivered by such Loan Party and constitutes, or will
constitute, a legal, valid and binding obligation of such Loan Party,
enforceable against such Loan Party 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.




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          (d) Non-Contravention. The execution and delivery by each Loan Party of the Credit
Documents executed by such Loan Party and the performance and consummation of the transactions
(including the use of loan and letter of credit proceeds) contemplated thereby do not (i) violate
any Requirement of Law applicable to such 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 such 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 such Loan Party (except such Liens as may be created in favor of the
Administrative Agent and the Security Trustee for the benefit of itself and the Lenders pursuant to
this Agreement or the other Credit Documents) 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.




          (e) Approvals.




               (i) No consent, approval, order or authorization of, or registration, declaration or filing
with, any Governmental Authority or other Person (including, without limitation, the equity holders
of any Person) is required in connection with the borrowing of Loans, the granting of Liens under
the Credit Documents, the execution and delivery of the Credit Documents executed by any Loan Party
or the performance or consummation of the transactions contemplated hereby and thereby, except for
those which have been made or obtained and are in full force and effect.



               (ii) All Governmental Authorizations required for the operation of the Vessels, the activities
of all Loan Parties and the construction, ownership of all property owned, operated or leased by
the Loan Parties have been duly obtained and are in full force and effect without any known
conflict with the rights of others and free from any unduly burdensome restrictions, except where
any such failure to obtain such Governmental Authorizations or any such conflict or restriction
could not have, either individually or in the aggregate, a Material Adverse Effect. No Loan Party
has received any written notice or other written communications from any Governmental Authority
regarding (i) any revocation, withdrawal, suspension, termination or modification of, or the
imposition of any material conditions with respect to, any Governmental Authorization, or (ii) any
other limitations on the conduct of business by any Loan Party, except where any such revocation,
withdrawal, suspension, termination, modification, imposition or limitation could not have, either
individually or in the aggregate, a Material Adverse Effect.



               (iii) No Governmental Authorization is required for either (x) the pledge or grant by any Loan
Party as applicable of the Liens purported to be created in favor of the Administrative Agent or
the Security Trustee in connection herewith or any other Credit Document or (y) the exercise by the
Administrative Agent or the Security Trustee of any rights
or remedies in respect of any Collateral (whether specifically granted or created pursuant to
any of the Security Documents or created or provided for by any Governmental Rule), except for (1)
such Governmental Authorizations that have been obtained and are in full force and effect



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and fully
disclosed to Administrative Agent in writing, and (2) filings or recordings contemplated in
connection with this Agreement or any Security Document.



               (iv) Each Loan Party’s use and operation of its business properties are in compliance with all
applicable Laws, including all applicable land use and zoning laws, except to the extent that
non-compliance could not have a Material Adverse Effect.



          (f) No Violation or Default. No Loan Party is in violation of or in default with
respect to (i) any Requirement of Law applicable to such Person (including any applicable maritime
law) or (ii) any Contractual Obligation of such Person (nor is there any waiver in effect which, if
not in effect, could result in such a violation or default), where, in each case, such violation or
default could have a Material Adverse Effect. No Default or Event of Default has occurred and is
continuing.




          (g) Litigation. Except as set forth in Schedule 4.01(g), no actions
(including derivative actions), suits, proceedings (including arbitration proceedings or mediation
proceedings) or investigations are pending or, to the Borrowers’ knowledge, threatened against any
Loan Party at law or in equity in any court, arbitration proceeding or before any other
Governmental Authority which (i) could (alone or in the aggregate) have a Material Adverse Effect
or (ii) seek to enjoin, either directly or indirectly, the execution, delivery or performance by
any Loan Party of the Credit Documents or the transactions contemplated thereby.




          (h) Vessels, Real Property, Etc. Schedule 4.01(h)(1) lists completely and
correctly as of the date hereof all Vessels owned or leased by the Loan Parties on the Closing Date
and such schedule sets forth which are owned and which are leased. Except as set forth on
Schedule 4.01(h)(2), each of the Vessels and drydocks owned by any of the Loan Parties has
been duly documented under the laws of the United States of America in the name of the Loan Party
listed on Schedule 4.01(h)(1) as the owner thereof, and no other action is necessary to
establish and perfect such entities’ title to and interest in such Vessels. All real property
owned or leased by the Loan Parties is described (by street address) in Schedule 4.01(h)(3)
and such schedule sets forth which are owned and which are leased. The Loan Parties own and have
good and marketable title, or a valid leasehold interest in, all their respective properties and
assets as reflected in the most recent Financial Statements delivered to the Administrative Agent
(except those assets and properties disposed of in the ordinary course of business or otherwise in
compliance with this Agreement since the date of such Financial Statements) and all respective
assets and properties acquired by the Loan Parties since such date (except those disposed of in the
ordinary course of business or otherwise in compliance with this Agreement). Such assets and
properties are subject to no Lien, except for Permitted Liens. Each of the Loan Parties has
complied with all material obligations under all material leases to which it is a party and enjoys
peaceful and undisturbed possession under such leases. The real properties owned by the Loan
Parties are taxed separately and do not include any other property, and for all purposes the real
properties may be mortgaged, conveyed and otherwise dealt with as a separate legal parcel.




          (i) Financial Statements. The Financial Statements of the Loan Parties which have
been delivered to the Administrative Agent, (i) are in accordance with the books and records of the
Loan Parties, which have been maintained in accordance with good business practice; (ii) have been
prepared in conformity with GAAP; and (iii) fairly present in all material




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respects the financial
conditions and results of operations of the Loan Parties as of the date thereof and for the period
covered thereby. No Loan Party has any Contingent Obligations, liability for taxes or other
outstanding obligations which, in any such case, are material in the aggregate, except as disclosed
in the audited Financial Statements for the fiscal year ended December 31, 2006 and the fiscal year
to date period ended March 31, 2007, furnished by the Parent to the Administrative Agent prior to
the date hereof, or in the Financial Statements delivered to the Administrative Agent pursuant to
clause (i) or (ii) of Section 5.01(a).




          (j) Creation, Perfection and Priority of Liens.




               (i) As of the Closing Date (or as of the date any Loan Party becomes party to the Credit
Documents after the Closing Date, as to such Loan Party), except with respect to Vessels and real
property (x) the execution and delivery of the Security Documents by the Loan Parties, together
with the filing of any Uniform Commercial Code financing statements and the recording of the U.S.
Patent and Trademark Office filings and U.S. Copyright Office filings delivered to the
Administrative Agent for filing and recording, and as of the date delivered, the recording of any
mortgages or deeds of trust delivered to the Administrative Agent for recording (but not yet
recorded), are effective to create in favor of the Administrative Agent for the benefit of itself
and the Lenders, as security for the Obligations, a valid and perfected first priority Lien on all
of the Collateral as of the Closing Date (or as of the date any Loan Party becomes party to the
Credit Documents after the Closing Date, as to such Loan Party) (subject only to Permitted Liens),
and (y) all filings and other actions necessary or desirable to perfect and maintain the perfection
and first priority status of such Liens have been duly made or taken and remain in full force and
effect.



               (ii) Each of the Real Property Security Documents is effective to create in favor of the
Administrative Agent, for the ratable benefit of itself and the Lenders, a legal, valid, binding
and enforceable Lien on, and security interest in, and upon recording all necessary documents in
the proper offices, the respective Loan Party’s right, title and interest in and to the real
property subject thereto and proceeds thereof, and, each such Real Property Security Document shall
constitute a fully perfected Lien on, and security interest in, all right, title and interest of
the grantors thereof in such real property and proceeds thereof, as security for the Obligations,
in each case prior and superior in right to any other Person (except with respect to Permitted
Liens).



               (iii) Upon (A) execution and delivery by each Loan Party of a Vessel Security Document that
such Loan Party is a party to and (B)(1) for any Vessel documented in the United States of America
and owned by a Loan Party and referenced in such Vessel Security Document, the filing and recording
of such Vessel Security Document at the United States Coast Guard National Vessel Documentation
Center and (2) for any Vessel registered in a jurisdiction other than the United States of America
and owned by a Loan Party and referenced in such Vessel Security Document, registration in
accordance with the laws of such jurisdiction, such Vessel Security Document will be a first
“preferred mortgage” within the meaning of the Ship
Mortgage Act and will qualify for the benefits accorded a “preferred mortgage” thereunder and
no other filing or recording or refiling or rerecording or any other act is necessary or advisable
to create or perfect such security interest under such Vessel Security Document or in the mortgaged
property described therein.



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          (k) ERISA. Except as set forth on Schedule 4.01(k):




               (i) Based upon the actuarial assumptions specified for funding purposes in the latest
valuation of each Pension Plan that any Loan Party or any ERISA Affiliate maintains or contributes
to, or has any obligation under, the aggregate benefit liabilities of such Pension Plan within the
meaning of Section 4001 of ERISA did not exceed the aggregate value of the assets of such Pension
Plan. Neither any Loan Party nor any ERISA Affiliate has any liability with respect to any
post-retirement benefit under any employee welfare plan (as defined in Section 3(1) of ERISA),
other than liability for health plan continuation coverage described in Part 6 of Title I(B) of
ERISA, which liability for health plan continuation coverage could not have a Material Adverse
Effect.



               (ii) Each Pension Plan complies, in both form and operation, in all material respects, with
its terms, ERISA and the IRC, and no condition exists or event has occurred with respect to any
such Pension Plan which would result in the incurrence by any Loan Party or any ERISA Affiliate of
any material liability, fine or penalty. Each Pension Plan, related trust agreement, arrangement
and commitment of any Loan Party or any ERISA Affiliate is legally valid and binding and in full
force and effect. No Pension Plan is being audited or investigated by any government agency or is
subject to any pending or threatened claim or suit. No Loan Party or ERISA Affiliate has engaged
in a prohibited transaction under Section 406 of ERISA or Section 4975 of the IRC with respect to
any Pension Plan which would result in the incurrence by any Loan Party or ERISA Affiliate of any
material liability.



               (iii) None of the Loan Parties and the ERISA Affiliates has incurred any material liability
(including secondary liability) to any Multiemployer Plan as a result of a complete or partial
withdrawal from such Multiemployer Plan under Section 4201 of ERISA or as a result of a sale of
assets described in Section 4204 of ERISA. None of the Loan Parties and the ERISA Affiliates has
been notified that any Multiemployer Plan is in reorganization or insolvent under and within the
meaning of Section 4241 or Section 4245 of ERISA or that any Multiemployer Plan intends to
terminate or has been terminated under Section 4041A of ERISA.



               (iv) No Loan Party has (A) engaged in any transaction prohibited by any Governmental Rule
applicable to any Foreign Plan; (B) failed to make full payment when due of all amounts due as
contributions to any Foreign Plan; or (C) otherwise failed to comply with the requirements of any
Governmental Rule applicable to any Foreign Plan, where singly or cumulatively, the above could
have a Material Adverse Effect.



          (l) Margin Stock; Other Regulations. No Loan Party owns any Margin Stock which, in
the aggregate, would constitute a substantial part of the assets of the Borrowers or the Loan
Parties (taken as a whole), and no proceeds of any Loan or any Letter of Credit will be used,
whether directly or indirectly, to purchase, acquire or carry any Margin Stock or to extend credit,
directly or indirectly, to any Person for the purpose of purchasing or carrying any
Margin Stock. No Loan Party is subject to regulation under the Investment Company Act of
1940, the Federal Power Act, the Interstate Commerce Act, any state public utilities code or to any
other Governmental Rule limiting its ability to incur indebtedness.




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          (m) Trademarks, Patents, Copyrights and Licenses. The Loan Parties each possess and
either own, or have the right to use to the extent required, all necessary trademarks, trade names,
copyrights, patents, patent rights and licenses which are material to the conduct of their
respective businesses as now operated. The Loan Parties each conduct their respective businesses
without infringement or, to the best of the Borrowers’ knowledge, after Due Inquiry, claim of
infringement of any trademark, trade name, trade secret, service mark, patent, copyright, license
or other intellectual property rights of any other Person (which is not a Loan Party), except where
such infringement or claim of infringement could not have a Material Adverse Effect. There is no
infringement or, to the best of the Borrowers’ knowledge, after Due Inquiry, claim of infringement
by others of any material trademark, trade name, trade secret, service mark, patent, copyright,
license or other intellectual property right of the Borrowers or any of the other Loan Parties.
Each of the patents, trademarks, trade names, service marks and copyrights owned by any Loan Party
which is registered with any Governmental Authority is set forth on the schedules to the
Intellectual Property Security Agreement.




          (n) Governmental Charges. The Loan Parties have filed or caused to be filed all tax
returns which are required to be filed by them. The Loan Parties have paid, or made provision for
the payment of, all taxes and other Governmental Charges which have or may have become due pursuant
to said returns or otherwise and all other indebtedness, except such Governmental Charges or
indebtedness, if any, which are being contested in good faith by appropriate proceedings and as to
which adequate reserves (determined in accordance with GAAP) have been established. Proper and
accurate amounts have been withheld by each Loan Party from its employees for all periods in full
and complete compliance with the tax, social security and unemployment withholding provisions of
applicable federal, state, local and foreign law and such withholdings have been timely paid to the
respective Governmental Authorities. No Loan Party has executed or filed with the Internal Revenue
Service or any other Governmental Authority any agreement or other document extending, or having
the effect of extending, the period for assessment or collection of any taxes or Governmental
Charges.




          (o) Subsidiaries, Etc. Schedule 4.01(o) (as supplemented by the Borrowers in
a notice delivered pursuant to Section 5.01(a)(vii)) sets forth each of the Subsidiaries of
each Loan Party, its jurisdiction of organization, the classes of its Equity Securities, the number
of Equity Securities of each such class issued and outstanding, the percentages of Equity
Securities of each such class owned directly or indirectly by each Loan Party and whether such Loan
Party owns such Equity Securities directly or, if not, the Subsidiary of such Loan Party that owns
such Equity Securities and the number of Equity Securities and percentages of Equity Securities of
each such class owned directly or indirectly by such Loan Party. Except as set forth on
Schedule 4.01(o) (as supplemented as set forth above), none of the Loan Parties currently
has any Subsidiaries. All of the outstanding Equity Securities of each such Subsidiary indicated
on Schedule 4.01(o) as owned by each Loan Party are owned beneficially and of record by
such Loan Party free and clear of all adverse claims.




          (p) Solvency, Etc. Each of the Loan Parties is Solvent and, after the execution and
delivery of the Credit Documents and the consummation of the transactions contemplated thereby,
will be Solvent.




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          (q) Labor Matters. There are no disputes presently subject to grievance procedure,
arbitration or litigation under any of the collective bargaining agreements, employment contracts
or employee welfare or incentive plans to which any Loan Party is a party, and there are no
strikes, lockouts, work stoppages or slowdowns, or, to the best knowledge of each Borrower, after
Due Inquiry, jurisdictional disputes or organizing activities occurring or threatened which alone
or in the aggregate could have a Material Adverse Effect.




          (r) No Material Adverse Effect. Since December 31, 2006, no event has occurred and no
condition exists which, either individually or in the aggregate, could have a Material Adverse
Effect.




          (s) Accuracy of Information Furnished.




               (i) The Credit Documents and the other certificates, statements and information (excluding
projections) furnished by the Loan Parties to the Administrative Agent, the Security Trustee and
the Lenders in connection with the Credit Documents and the transactions contemplated thereby,
taken as a whole, do not contain any material misstatement of fact and do not omit to state any
material fact necessary to make the statements therein, in light of the circumstances under which
they were made, not misleading. All projections furnished by the Loan Parties to the
Administrative Agent and the Lenders in connection with the Credit Documents and the transactions
contemplated thereby have been prepared on a basis consistent with the historical financial
statements described above, except as described therein, have been based upon reasonable
assumptions and represent, as of their respective dates of presentations, the Loan Parties’ good
faith estimates of the future performance of the Loan Parties.



               (ii) The copies of the Material Documents which have been delivered to the Administrative
Agent in accordance with Section 3.01 are true, correct and complete copies of the
respective originals thereof, as in effect on the Closing Date, and no amendments or modifications
have been made to the Material Documents, except as set forth by documents delivered to the
Administrative Agent in accordance with said Section 3.01 or otherwise reasonably approved
in writing by the Required Lenders in accordance with Section 5.02(m). None of the
Material Documents has been terminated and each of the Material Documents is in full force and
effect. None of the Loan Parties is in default in the observance or performance of any of its
material obligations under the Material Documents and each Loan Party has taken all action required
to be taken as of the Closing Date to keep unimpaired its rights thereunder (other than possible
defaults which may be the subject of any litigation referred to in Schedule 4.01(g)).



          (t) Brokerage Commissions. No person is entitled to receive any brokerage commission,
finder’s fee or similar fee or payment in connection with the extensions of credit contemplated by
this Agreement as a result of any agreement entered into by any Loan Party. No brokerage or other
fee, commission or compensation is to be paid by the Lenders with respect to the extensions of
credit contemplated hereby as a result of any agreement entered into by Parent, any Borrower or any
other Loan Party, and the Borrowers agree to indemnify the
Administrative Agent, the Security Trustee and the Lenders against any such claims for
brokerage fees or commissions and to pay all expenses including, without limitation, reasonable
attorney’s fees incurred by the Administrative Agent, the Security Trustee and the Lenders in




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connection with the defense of any action or proceeding brought to collect any such brokerage fees
or commissions.




          (u) Policies of Insurance. The properties of the Loan Parties are insured with
financially sound and reputable insurance companies not Affiliates of the Loan Parties, in such
amounts, with such deductibles and covering such risks as are customarily carried by companies
engaged in similar businesses and owning similar properties in localities where the Loan Parties
operate. Schedule 4.01(u) sets forth a true and complete listing of all insurance
maintained by the Loan Parties as of the Closing Date. Such insurance has not been terminated and
is in full force and effect, and each of the Loan Parties has taken all action required to be taken
as of the date of this Agreement to keep unimpaired its rights thereunder.




          (v) Agreements with Affiliates and Other Agreements. Except as disclosed on
Schedule 4.01(v), no Loan Party has entered into and, as of the date of the applicable
Credit Event does not contemplate entering into, any material agreement or contract with any
Affiliate of any Loan Party, except upon terms at least as favorable to such Loan Party as an
arms-length transaction with unaffiliated Persons, based on the totality of the circumstances. No
Loan Party is a party to or is bound by any Contractual Obligation or is subject to any restriction
under its respective charter or formation documents, which if complied with could have a Material
Adverse Effect.




          (w) Foreign Assets Control, Etc.




               (i) No Loan Party (A) is, or is controlled by, a Designated Person; (B) has received funds or
other property from a Designated Person; or (C) is in breach of or is the subject of any action or
investigation under any Anti-Terrorism Law. No Loan Party engages or will engage in any dealings
or transactions, or is or will be otherwise associated, with any Designated Person. To the extent
applicable, each Loan Party and each of its Subsidiaries are in compliance, in all material
respects, with the Patriot Act. Each Loan Party has taken reasonable measures to ensure compliance
with the Anti-Terrorism Laws including the requirement that (A) no Person who owns any direct or
indirect interest in any Loan Party is a Designated Person and (B) funds invested directly or
indirectly in any Loan Party by are derived from legal sources.



               (ii) No portion of the proceeds of any Loan, L/C Credit Extension or other credit made
hereunder has been or will be used, directly or indirectly for, and no fee, commission, rebate or
other value has been or will be paid to, or for the benefit of, any governmental official,
political party, official of a political party or any other Person acting in an official capacity
in violation of any applicable law, including the U.S. Foreign Corrupt Practices Act of 1977, as
amended.



               (iii) The Loan Parties are in compliance with the Maritime Transportation Security Act of 2002
(including having vessel and waterfront facility security plans submitted to and approved by the
United States Coast Guard).



          (x) Environmental Matters. Except as disclosed in Schedule 4.01(x), and as
could not have a Material Adverse Effect,




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               (i) no Loan Party (A) has violated any Environmental Laws, (B) has any liability under any
Environmental Laws or (C) has received notice or other communication of an investigation or is
under investigation by any Governmental Authority having authority to enforce Environmental Laws,



               (ii) the Borrowers regularly conduct, in the ordinary course of business, for themselves and
the other Loan Parties, periodic reviews of the compliance by each such Loan Party with existing
Environmental Laws, claims alleging potential liability under or responsibility for violation of
any Environmental Law and prospective changes in Environmental Law that require modifications to
properties or operations, and implement corrective measures to achieve and maintain such compliance
and identify, management and reduce such liabilities with respect to all of their business,
operations and properties, and



               (iii) to the knowledge of the Loan Parties, there is no current violation of Environmental
Law, or any change in Environmental Law, that could reasonable be expected to require capital
expenditures or changes in operations in order to achieve or maintain compliance with Environmental
Laws.



     4.02. Reaffirmation. The Borrowers shall be deemed to have reaffirmed, for the
benefit of the Lenders, the Administrative Agent and the Security Trustee, each representation and
warranty contained in Article IV on and as of the date of each Credit Event (except for
representations and warranties expressly made as of a specified date, which shall be true as of
such date).



ARTICLE V. COVENANTS.




     5.01. Affirmative Covenants. So long as any Loan or L/C Obligation remains unpaid, or
any other Obligation (other than contingent indemnity obligations to the extent no claim has been
asserted) remains unpaid or unperformed, or any portion of any Commitment remains in force, the
Borrowers will comply, and will cause compliance by the other Loan Parties, with the following
affirmative covenants, unless the Required Lenders shall otherwise consent in writing:



          (a) Financial Statements, Reports, etc. The Borrowers shall furnish to the
Administrative Agent and each Lender the following, each in such form and such detail as the
Administrative Agent or the Required Lenders shall request:




               (i) As soon as available and in no event later than forty-five (45) days after the last day of
each calendar quarter (including the last calendar quarter of each Borrowers’ fiscal year), a copy
of the Financial Statements of the Loan Parties (prepared on a consolidated and consolidating
basis) for such quarter (beginning with the quarter ending March 31, 2007 and thereafter) and for
the fiscal year to date, certified by the president or chief financial officer of the Borrowers to
present fairly in all material respects the financial condition, results of operations and other
information reflected therein and to have been prepared in accordance with GAAP (subject to normal
year-end audit adjustments and the absence of footnotes), which
Financial Statements shall be accompanied by a narrative from management of the Borrowers
which discusses results;



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               (ii) As soon as available and in no event later than ninety (90) days after the close of
fiscal year 2007 and each fiscal year thereafter, copies of the consolidated and consolidating
Financial Statements of the Loan Parties for such year, audited (as to the consolidated Financial
Statements) by an independent certified public accountants of recognized national standing, which
Financial Statements shall be accompanied by (1) a narrative from management of the Borrowers which
discusses results and (2) copies of the unqualified opinions, such accountants covenant compliance
calculations and, to the extent delivered, management letters delivered by such accountants in
connection with all such Financial Statements and prepared in accordance with GAAP;



               (iii) Contemporaneously with the Financial Statements for each quarter and each year end
required by the foregoing clauses (i) and (ii), a compliance certificate of the president or chief
financial officer of the Borrowers in substantially the form of Exhibit J (a
“Compliance Certificate”) which (A) states that no Default or Event of Default has occurred
and is continuing, or, if any such Default or Event of Default has occurred and is continuing, a
statement as to the nature thereof and what action the Borrowers propose to take with respect
thereto, (B) sets forth, for the quarter or year covered by such Financial Statements or as of the
last day of such quarter or year (as the case may be), the calculation of the financial ratios and
tests provided in Section 5.03, and (C) sets forth information and computations related to
Sections 5.01(i), 5.02(a), 5.02(d) and 5.02(e) of this Agreement and any other provisions
of the Credit Documents required to be included in such Compliance Certificate;



               (iv) As soon as possible and in no event later than five (5) Business Days after any Loan
Party knows of the occurrence or existence of (A) any ERISA Event, (B) any actual litigation or
suits against any Loan Party involving potential monetary damages payable by any Loan Party of
$25,000,000 or more (alone or in the aggregate in excess of insurance coverage) or in which
injunctive relief or similar relief is sought, which relief, if granted, could have a Material
Adverse Effect, (C) any other event or condition which, either individually or in the aggregate,
could have a Material Adverse Effect, including (I) breach or non-performance of, or any default
under, a Contractual Obligation of a Borrower or any Guarantor; (II) any dispute, litigation,
investigation, proceeding or suspension between a Borrower or any Guarantor and any Governmental
Authority; or (III) the commencement of, or any material development in, any litigation or
proceeding affecting a Borrower or any Guarantor, including pursuant to any applicable
Environmental Laws; (D) any Default, Event of Default or any default under any Subordinated
Obligations, the statement of the president or chief financial officer or treasurer of the
Borrowers setting forth details of such event, condition, default, Event of Default or Default and
the action which the Borrowers propose to take with respect thereto, or (E) any material change in
accounting policies of or financial reporting practices by the applicable Loan Party. Each notice
pursuant to this Section 5.01(a)(iv) shall be accompanied by a statement of a Responsible
Officer of the Borrowers setting forth details of the occurrence referred to therein and stating
what action the Borrowers have taken and proposes to take with respect thereto. Each notice
pursuant to this Section 5.01(a)(iv) shall describe with particularity any and all
provisions of this Agreement or other Credit Document that have been breached;



               (v) As soon as available, and in any event not later than sixty (60) days after the
commencement of each fiscal year of the Borrowers, the budget and projected financial statements of
the Loan Parties for such fiscal year, including, in each case, projected balance



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sheets,
statements of income and retained earnings and statements of cash flow of the Loan Parties, all in
reasonable detail and in any event to include projected Capital Expenditures and quarterly
projections of the Borrowers’ compliance with each of the covenants set forth in Section
5.03 of this Agreement;



               (vi) As soon as possible and in no event later than five (5) Business Days prior to the
occurrence of any event or circumstance that would require a prepayment pursuant to Section
2.06(c), the statement of the chief financial officer of the Borrowers setting forth the
details thereof;



               (vii) As soon as possible and in no event later than thirty (30) after closing, written notice
of the establishment or acquisition by a Loan Party of any new Subsidiary or the issuance of any
new Equity Securities of any existing Loan Party;



               (viii) As soon as possible and in no event later than fifteen (15) Business Days after the
receipt thereof by a Loan Party, a copy of any notice, summons, citations or other written
communications concerning any actual or alleged violation of any Environmental Law, applicable
maritime laws or liability of a Loan Party for Environmental Damages involving potential monetary
liability or damages payable by any Loan Party of $10,000,000 or more (alone or in the aggregate in
excess of insurance coverage) or which is reasonably expected to result in a Material Adverse
Effect;



               (ix) As soon as possible and in no event later than the earlier of (A) the last day of each
calendar quarter and (B) one (1) Business Day after the occurrence of any Event of Default if there
has been an acquisition by any Loan Party of any ownership interest in any vessel, a written
supplement to Schedule 4.01(h)(1) and (if applicable) Schedule 4.01(h)(2);



               (x) As soon as possible and in no event later than the earlier of (A) the last day of each
calendar quarter and (B) one (1) Business Day after the occurrence of any Event of Default if there
has been an acquisition by any Loan Party of any leasehold or ownership interest in real property,
a written supplement to Schedule 4.01(h)(3);



               (xi) Promptly after the same are available, and in any event within five (5) Business Days
after filing with the Securities and Exchange Commission, copies of each annual report, proxy or
financial statement or other report or communication sent to the stockholders of Parent or any of
its Subsidiaries, and copies of all annual, regular, periodic and special reports and registration
statements which Parent, any Borrower or any of their respective Subsidiaries may file with the
Securities and Exchange Commission under Section 13 or 15(d) of the Securities Exchange Act of
1934, as amended, and not otherwise required to be delivered to the Lenders pursuant to other
provisions of this Section 5.01(a);



               (xii) Promptly after the reasonable request by any Lender through the Administrative Agent,
copies of any other report or other document that was filed by Parent, any Borrower or any of their
respective Subsidiaries, with any Governmental Agency;



               (xiii) As soon as possible and in no event later than the due date set forth in the applicable
Vessel Mortgage, the notices, reports, documents and other information



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required to be provided
under Section 5(B) or any other section of the applicable Vessel Mortgage; and



               (xiv) Such other instruments, agreements, certificates, opinions, statements, documents and
information relating to the properties, operations or condition (financial or otherwise) of the
Loan Parties, and compliance by the Borrowers with the terms of this Agreement and the other Credit
Documents as the Administrative Agent, the Security Trustee or any Lender may from time to time
reasonably request.


The Borrowers hereby acknowledge that (a) the Administrative Agent will make available to the
Lenders and the L/C Issuer materials and/or information provided by or on behalf of the Borrowers
hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on one or
more Platforms and (b) certain of the Lenders may be “public-side” Lenders (i.e. Lenders that do
not wish to receive non-public information with respect to the Loan Parties or their securities)
(each, a “Public Lender”). The Borrowers hereby agree that (w) all Borrower Materials that
are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC”
which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page
thereof, (x) by marking Borrower Materials “PUBLIC” the Borrowers shall be deemed to have
authorized the Administrative Agent, the L/C Issuer and the Lenders to treat such Borrower
Materials as either publicly available information or not material information (although it may be
sensitive and proprietary) with respect to the Loan Parties or their securities for purposes of
United States Federal and state security laws; (y) all Borrower Materials marked “PUBLIC” are
permitted to be made available through a portion of the Platform designated “Public Investor;” and
(z) the Administrative Agent shall be entitled to treat any Borrower Materials that are not marked
“PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public
Investor”.



The Administrative Agent and the Lenders acknowledge and agree that so long as Parent is a publicly
reporting company, filings with respect to its financial statements submitted to the U.S.
Securities and Exchange Commission within the time periods required by subsections (a)(i), (a)(ii),
and (a)(xi) above shall be deemed to satisfy the requirements for the delivery of such financial
statements in subsections (a)(i), (a)(ii), and (a)(xi) above.




          (b) Books and Records. The Loan Parties shall at all times keep proper books of
record and account in which full, true and correct entries will be made of their transactions in
accordance with GAAP.




          (c) Inspections. The Loan Parties shall permit the Administrative Agent, the Security
Trustee and each Lender, or any agent or representative thereof, upon reasonable notice and during
normal business hours so long as no Default or Event of Default shall have occurred and be
continuing and otherwise at any time as the Administrative Agent, the Security Trustee and any
Lender may determine with or without prior notice to the Borrowers, to visit and inspect any of the
properties and offices of the Loan Parties, to conduct audits of any or all of the Collateral, to
examine the books and records of the Loan Parties and make copies thereof, and to discuss the
affairs, finances and business of the Loan Parties with, and to be
advised as to the same by, their officers, auditors and accountants, all at such times and
intervals as the Administrative Agent, the Security Trustee or any Lender may request, all at the
Borrowers’




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expense; provided, however, that so long as no Default or Event of
Default shall have occurred and be continuing, the Borrowers shall not be responsible for
reimbursement for more than one onsite inspection per fiscal year.




          (d) Insurance. The Loan Parties shall:




               (i) Carry and maintain (A) insurance during the term of this Agreement of the types and in the
amounts customarily carried from time to time by others engaged in substantially the same business
as such Person and operating in the same geographic area as such Person, including, but not limited
to, fire, public liability, property damage and worker’s compensation, (B) if requested by the
Administrative Agent, flood insurance with respect to real property Collateral in amounts and
subject to such deductibles and other terms as may be reasonably acceptable to the Administrative
Agent, (C) in the case of any Loan Party that engages in any oil or oil-related business (including
any business in products related to oil), including without limitation, owning, leasing or
chartering any vessel engaged in the transport of oil or related products, oil pollution insurance
covering risks in an amount up to and including the maximum amount available on commercially
reasonable terms or, if such insurance is not available at reasonable cost after taking into
account the level of exposure to which the Loan Parties may be subject, such other amounts as is
usually insured against by companies of established repute engaged in the same or similar business
from time to time, (D) insurance required by any Real Property Security Document or Vessel Security
Document, (E) fire and usual marine risks (including hull and machinery and excess risks), (F) war
risks, (G) protection and indemnity risks and (H) any other risks against which the Administrative
Agent considers, having regards to practices and other circumstances prevailing at the relevant
time, it would in the opinion of the Administrative Agent be reasonable for the Loan Parties to
insure and which are specified by the Administrative Agent by notice to the Borrowers;



               (ii) Furnish to the Administrative Agent, upon written request, full information as to the
insurance carried;



               (iii) Carry and maintain each policy for such insurance with (A) a company which is rated A or
better by A.M. Best and Company at the time such policy is placed and at the time of each annual
renewal thereof or (B) any other insurer which is satisfactory to the Administrative Agent; and



               (iv) Obtain and maintain endorsements acceptable to the Administrative Agent for such
insurance (including form 438BFU or equivalent) naming the Administrative Agent and the Security
Trustee as an additional insured, mortgagee and as lender’s loss payee and including lender’s loss
payable endorsements;



               (v) Unless otherwise agreed to by the Administrative Agent with the consent of the Required
Lenders, cause each such policy to (A) provide that neither the Borrowers, the Administrative Agent
nor any other party shall be a coinsurer thereunder, (B) provide that it shall not be canceled,
modified or not renewed (1) by reason of nonpayment of premium upon not less than ten (10) days’
prior written notice thereof by the insurer to the
Administrative Agent, and (2) for any other reason upon not less than thirty (30) days’ prior
written notice by the insurer to the Administrative Agent and, in each case, giving the



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Administrative Agent the right to cure defaults, (C) provide for at least thirty (30) days’ prior
written notice to each insured and each loss payee named therein of the date on which such policies
shall terminate by lapse of time if not renewed, (D) be primary without right of contribution from
any other insurance carried by or on behalf of any Lender, the Security Trustee or the
Administrative Agent with respect to any interest in the Collateral, (E) provide that no Person
other than the Loan Parties shall have any liability for any premiums with respect thereto and (F)
provide that inasmuch as the policies are written to cover more than one insured, all terms and
conditions, insuring agreements and endorsements, with the exception of limits of liability, shall
operate in the same manner as if there were a separate policy covering each insured;


provided, however, that if any Loan Party shall fail to maintain insurance in
accordance with this Section 5.01(d), or if any Loan Party shall fail to provide the
required endorsements with respect thereto, the Administrative Agent shall have the right (but
shall be under no obligation) to procure such insurance and the Borrowers agree to reimburse the
Administrative Agent for all costs and expenses of procuring such insurance.




          (e) Governmental Charges and Other Indebtedness. Each Loan Party shall promptly pay
and discharge when due (i) all taxes and other Governmental Charges prior to the date upon which
penalties accrue thereon, (ii) all Indebtedness which, if unpaid, could become a Lien upon the
property of such Loan Party and (iii) subject to any subordination provisions applicable thereto,
all other Indebtedness which in each case, if unpaid, could have a Material Adverse Effect, except
such taxes, Governmental Charges and Indebtedness as may in good faith be contested or disputed, or
for which arrangements for deferred payment have been made; provided that in each such case
appropriate reserves are maintained to the reasonable satisfaction of the Administrative Agent and
no material property of any Loan Party is at impending risk of being seized, levied upon or
forfeited.




          (f) Use of Proceeds. The Borrowers shall use the proceeds of the Revolving Loans (i)
to refinance certain existing indebtedness of the Borrowers; (ii) to pay fees and expenses incurred
in connection with the transactions contemplated by this Agreement, (iii) to finance Permitted
Acquisitions, and (iv) (together with Letters of Credit issued hereunder) to provide for the
working capital and general corporate purpose needs of the Loan Parties. No part of the proceeds
of any Loan or any Letter of Credit shall be used, whether directly or indirectly, to purchase,
acquire or carry any Margin Stock or for any purpose that entails a violation of any of the
regulations of the Federal Reserve Board, including Regulations T, U and X.




          (g) General Business Operations. Except to the extent expressly permitted by this
Agreement, each of the Loan Parties shall (i) preserve, renew and maintain in full force its
corporate, partnership or limited liability company existence and good standing under the
Governmental Rules of the jurisdiction of its organization and all of its rights, licenses, leases,
qualifications, privileges franchises and other authority reasonably necessary to the conduct of
its business, (ii) conduct its business activities in compliance with all Requirements of Law and
Contractual Obligations applicable to such Person, (iii) keep all property useful and
necessary in its business in good working order and condition, ordinary wear and tear excepted
and from time to time make, or cause to be made, all necessary and proper repairs, except, in each
case, where any failure, either individually or in the aggregate, would cause or be reasonably
expected to

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result in a Material Adverse Effect, (iv) maintain, preserve and protect all of its
rights to enjoy and use its trademarks, trade names, service marks, patents, copyrights, licenses,
leases, franchise agreements and franchise registrations and (v) conduct its business in an orderly
manner without voluntary interruption. No Loan Party shall change its jurisdiction of formation.




          (h) Compliance with Laws . Each Loan Party shall comply, and shall cause all other
Persons occupying or using such Loan Party’s property to comply, in all material respects with the
requirements of all applicable laws, rules, regulations and orders of any Governmental Authority
(including, without limitation, all Environmental Laws, Environmental Permits and all applicable
maritime laws), noncompliance with which could have, individually or in the aggregate, a Material
Adverse Effect and the inventory of each Loan Party shall comply with the Fair Labor Standards Act.




          (i) New Subsidiaries. The Borrowers shall, at their own expense promptly, and in any
event (x) within ten (10) Business Days after the formation or acquisition of any Domestic
Subsidiary or any Foreign Subsidiary and (y) within 30 days after the Closing Date with respect to
any Phased-Out Entities (except to the extent such Phased-Out Entity has been merged out of
existence or dissolved): (A) notify the Administrative Agent of such event in writing (to the
extent notice has not already been provided in accordance with Section 5.01(a)(vii)), (B)
cause each Domestic Subsidiary and each other Loan Party (other than a Foreign Subsidiary), as
applicable, to become a party to the Guaranty, the Environmental Indemnity Agreement, the Security
Agreement, the Intellectual Property Security Agreement and each other applicable Security Document
in accordance with the terms thereof, execute additional Security Documents if requested by the
Administrative Agent and amend the Security Documents as appropriate in light of such event to
pledge to the Administrative Agent for the benefit of itself and the Lenders (1) 100% of the Equity
Securities of each such Person which becomes a Domestic Subsidiary and (2) 100% of the non-voting
Equity Securities (within the meaning of Treasury Regulation Section 1.956-2(c)(2) promulgated
under the IRC) and 65% of the voting Equity Securities (within the meaning of Treasury Regulation
Section 1.956-2(c)(2) promulgated under the IRC) of each such Person which becomes a Foreign
Subsidiary (provided that, if, as a result of any change in the tax laws of the United
States of America after the date of this Agreement, the pledge by any Loan Party of any additional
Equity Securities in any such Foreign Subsidiary to the Administrative Agent, on behalf of itself
and the Lenders, under the Security Documents would not result in an increase in the aggregate net
consolidated tax liabilities of the Loan Parties, then, promptly after the change in such laws, all
such additional Equity Securities shall be so pledged under the Security Documents) and execute and
deliver all documents or instruments required thereunder or appropriate to perfect the security
interest created thereby, (C) deliver (or cause the appropriate Person to deliver) to the
Administrative Agent all certificates and other instruments constituting Collateral thereunder free
and clear of all adverse claims, accompanied by undated powers or other instruments of transfer
executed in blank (and take such other steps as may be requested by the Administrative Agent to
perfect the Administrative Agent’s first priority Lien in such Collateral consisting of Equity
Securities in compliance with any applicable laws of jurisdictions outside of the United States of
America),
(D) cause each document (including each Uniform Commercial Code financing statement and each
filing with respect to intellectual property owned by each new Domestic Subsidiary) required by law
or requested by the Administrative Agent to be filed, registered or recorded in order to create in
favor of the Administrative Agent for the benefit of the Lenders a valid, legal



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and perfected
first-priority security interest in and lien on the Collateral subject to the Security Documents to
be so filed, registered or recorded and evidence thereof delivered to the Administrative Agent, (E)
deliver an opinion of counsel in form and substance reasonably satisfactory to the Administrative
Agent with respect to each new Domestic Subsidiary, and/or the pledge of the Equity Securities of
each Domestic Subsidiary and Foreign Subsidiary and the matters set forth in this Section and (F)
deliver to the Administrative Agent the same organization documents, resolutions, certificates,
lien searches and other matters set forth in Schedule 3.01(b) and (e) with respect
to such New Subsidiary as required to be delivered with respect to the Borrowers on the date
hereof, in form and substance satisfactory to Administrative Agent.



          (j) Appraisals. During the existence of an Event of Default or upon the written
request of any Lender acting pursuant to any Requirement of Law, the Borrowers agree that the
Administrative Agent may, at the expense of the Borrowers, commission an appraisal of any property
(i) to which any Loan Party holds legal title (including Vessels) and (ii) which is encumbered by
any Security Document; provided that if any such appraisal is conducted due to the written
request of any Lender acting pursuant to any Requirement of Law, the Borrowers shall not be
obligated to pay for the expense of any such appraisal unless such Requirement of Law applies to
Lenders constituting the Required Lenders at such time.




          (k) Additional Collateral.




               (i) If at any time from and after the Closing Date any Loan Party acquires any fee interest in
real property, such Loan Party shall deliver to the Administrative Agent, at its own expense,
promptly all documentation and information in form and substance reasonably satisfactory to the
Administrative Agent (including surveys and environmental reports) to assist the Administrative
Agent in obtaining deeds of trust or mortgages on such additional real property and ALTA policies
of title insurance, with such endorsements as the Administrative Agent may reasonably require,
issued by a company and in form and substance satisfactory to the Administrative Agent, in an
amount equal to the principal amount of the Total Revolving Loan Commitment as in effect from time
to time, insuring the Administrative Agent’s Lien on such additional real property Collateral to be
of first priority, subject only to such exceptions as the Administrative Agent shall approve in its
reasonable discretion, with all costs thereof to be paid by the Borrowers.



               (ii) If at any time from and after the Closing Date any Loan Party acquires any Vessel owned
by a Loan Party that is documented or in the process of being documented, on a semi- annual basis
(by July 15 and January 15 of each calendar year) or more frequently if requested by the
Administrative Agent during the continuance of a Default or an Event of Default, such Loan Party
shall execute, deliver and record, at its own expense, as soon as possible all documentation and
information necessary or appropriate, as determined by the Security Trustee, in form and substance
reasonably satisfactory to the Security Trustee to provide the Security Trustee a first priority
mortgage on such additional Vessel, subject only to such
exceptions as the Administrative Agent shall approve in its reasonable discretion, with all
costs thereof to be paid by the Borrowers.



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          (l) Vessel Mortgages. The Loan Parties shall within 180 days after the Closing Date
(as such time period may be extended by the Administrative Agent in its sole and reasonable
discretion up to a total period of 270 days) cause to be delivered to the Administrative Agent (i)
evidence in form and substance satisfactory to the Administrative Agent that the Liens in favor of
the Security Trustee under the Vessel Security Documents are valid, perfected first priority Liens
on all Collateral (consisting of Vessels owned by a Loan Party and referenced in the applicable
Vessel Security Document), subject to Permitted Liens and (ii) a favorable written opinion from
Thompson Coburn LLP, special counsel for the Borrowers and the Guarantors addressed to the
Administrative Agent for the benefit of the Administrative Agent and the Lenders, covering such
legal matters as the Administrative Agent may request with respect to the Vessel Security
Documents.




          (m) Real Property Documents. The Loan Parties shall within 90 days after the Closing
Date (as such time period may be extended by the Administrative Agent in its sole and reasonable
discretion up to a total period of 120 days) deliver each of the items listed below, each in form
and substance satisfactory to the Administrative Agent:




               (i) Each Real Property Security Document listed on Schedule 1.01(a) in form and
substance satisfactory to the Administrative Agent, shall have each been duly executed and in
recordable form and shall have been duly recorded; provided that any Real Property Security
Document encumbering the Hall Street Terminal Shall not be recorded until the item satisfying
clause (vi) below has been delivered to the Administrative Agent;



               (ii) Evidence that upon the filing of appropriate financing statements and the recording of
the Real Property Security Documents the Administrative Agent will have a valid, perfected first
priority Lien on all real property Collateral, subject to Permitted Liens;



               (iii) ALTA standard coverage lender’s policy of title insurance (or a commitment therefor)
insuring the validity and priority of the Real Property Security Documents listed on Schedule
1.01(a) (subject only to such exceptions as the Administrative Agent may approve), in such
amounts and with such endorsements as the Administrative Agent may require, issued by a title
insurer acceptable to the Administrative Agent, together with such policies of co-insurance or
re-insurance (or commitments therefor) as the Administrative Agent may require;



               (iv) Flood Certificates with respect to all real property Collateral;



               (v) A favorable written opinion from Baker & Daniels LLP, special counsel for the Borrowers
and the Guarantors addressed to the Administrative Agent for the benefit of the Administrative
Agent, the Security Trustee and the Lenders, covering such legal matters as the Administrative
Agent may request with respect to the Real Property Security Documents; and



               (vi) The NRG Intercreditor Agreement, duly executed by the Administrative Agent, the Security
Trustee, Louisiana Generating LLC and NRG New Roads
Holdings LLC or, if Louisiana Generating LLC and NRG New Roads Holdings LLC have waived the
requirement for the NRG Intercreditor Agreement, the written consent of Louisiana



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Generating LLC
and NRG New Roads Holdings LLC to the Loan Parties granting Liens on the real property underlying
the Hall Street Terminal and the personal property located on such real property in favor of the
Administrative Agent under the Security Documents.



          (n) Vessel Documentation. The Loan Parties shall cause all Vessels owned by a Loan
Party to be documented with the U.S. Coast Guard (including promptly commencing documentation of
any Vessel not documented as of the Closing Date or when acquired) other than Vessels that (i) are
obsolete as of the Closing Date, (ii) are scheduled for scrap as of the Closing Date or (iii) have
a fair market value of less than $5,000,000 in the aggregate as of the Closing Date or during the
term this Agreement.




          (o) Certificates of Documentation. The Loan Parties shall within 30 days after the
Closing Date (as such time period may be extended by the Administrative Agent in its sole and
reasonable discretion up to a total period of 90 days) deliver to the Administrative Agent copies
of certificates of documentation of a recent date for all liquid cargo barges and towboats owned by
the Loan Parties as of the Closing Date.




     5.02. Negative Covenants. So long as any Loan or L/C Obligation remains unpaid, or
any other Obligation (other than contingent indemnity obligations to the extent no claim has been
asserted) remains unpaid or unperformed, or any portion of any Commitment remains in force, each
Borrower will comply, and will cause compliance by the other Loan Parties, with the following
negative covenants, unless the Required Lenders shall otherwise consent in writing:



          (a) Indebtedness. None of the Loan Parties shall create, incur, assume or permit to
exist any Indebtedness or engage in any off-balance sheet finance transaction or other similar
transaction except for the following (“Permitted Indebtedness”):




               (i) Indebtedness of the Loan Parties under the Credit Documents;



               (ii) Indebtedness of the Loan Parties listed in Schedule 5.02(a) and existing on the
date of this Agreement and any Indebtedness of the Loan Parties under initial or successive
refinancings of any Indebtedness permitted by this clause (ii); provided that (A) the
principal amount of any such refinancing does not exceed the principal amount of the Indebtedness
being refinanced and (B) the material terms and provisions of any such refinancing (including
maturity, redemption, prepayment, default and subordination provisions) are no less favorable to
the applicable Loan Party and the Lenders than the Indebtedness being refinanced;



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



               (iv) Indebtedness of the Loan Parties with respect to surety, appeal, indemnity, performance
or other similar bonds in the ordinary course of business (including
surety or similar bonds issued in connection with the stay of a proceeding of the type
described in Section 6.01(h));



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               (v) Guaranty Obligations of any Loan Party in respect of Permitted Indebtedness of any other
Loan Party;



               (vi) Indebtedness owing to any other Loan Parties; provided that the Investment constituting
such Indebtedness is permitted by Section 5.02(e)(iii);



               (vii) purchase money Indebtedness and Capital Lease obligations in an aggregate principal
amount not to exceed $50,000,000 at any one time outstanding;



               (viii) Subordinated Obligations incurred after the Closing Date; provided that such
Indebtedness is on terms and conditions and pursuant to documentation (including rate, tenor,
amount, security and subordination) reasonably satisfactory to the Required Lenders and the
Required Lenders consent thereto is evidenced in writing; and



               (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 $25,000,000 at any one time outstanding (to the extent not permitted any other
clause of this Section 5.02(a)).



          (b) Liens. No Loan Party shall create, incur, assume or permit to exist any Lien or
Negative Pledge on or with respect to any of its assets or property of any character, whether now
owned or hereafter acquired, except for the following (“Permitted Liens”):




               (i) Liens in favor of the Administrative Agent, the Security Trustee or any Lender securing
the Obligations and Negative Pledges under the Credit Documents;



               (ii) Liens listed in Schedule 5.02(b) and existing on the date of this Agreement and
any replacement Liens (covering the same or a lesser scope of property) in respect of replacement
Indebtedness permitted under Section 5.02(a)(ii);



               (iii) Liens for taxes or other Governmental Charges not at the time delinquent or thereafter
payable without penalty or being contested in good faith and by appropriate proceedings;
provided that adequate reserves for the payment thereof have been established in accordance
with GAAP and no property of any Loan Party is subject to impending risk of loss or forfeiture by
reason of nonpayment of the obligations secured by such Liens;



               (iv) Liens of carriers, warehousemen, mechanics, materialmen, vendors, and landlords and other
similar Liens imposed by law incurred in the ordinary course of business for sums which are not
overdue more than 60 days or are being contested in good faith and by appropriate proceedings;
provided that adequate reserves for the payment thereof have been established in accordance
with GAAP;



               (v) Deposits under workers’ compensation, unemployment insurance and social security laws or
to secure the performance of bids, tenders, contracts (other than for the repayment of borrowed
money) or leases, or to secure statutory obligations of surety or
appeal bonds or to secure indemnity, performance or other similar bonds in the ordinary course
of business; and



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               (vi) Purchase money Liens and associated Negative Pledges on property acquired using the
proceeds of Indebtedness and Capital Leases permitted under Section 5.02(a)(vii); and



               (vii) Liens incurred in connection with the extension, renewal or refinancing of the
Indebtedness secured by the Liens described in clause (ii) or (vi) above; provided that any
extension, renewal or replacement Lien (A) is limited to the property covered by the existing Lien
and (B) secures Indebtedness which is no greater in amount and has material terms no less favorable
to the Lenders than the Indebtedness secured by the existing Lien;



               (viii) any judgment Lien not giving rise to an Event of Default;



               (ix) leases or subleases granted to others (in the ordinary course of business consistent with
past practices) not interfering in any material respect with the ordinary conduct of the business
or operations of any Loan Party;



               (x) easements, rights-of-way, restrictions, minor defects, encroachments or irregularities in
title and other similar charges or encumbrances not interfering in any material respect with the
ordinary conduct of the business of any Loan Party;



               (xi) deposits in the ordinary course of business to secure liabilities to insurance carriers,
lessor, utilities and other service providers;



               (xii) bankers liens and rights of setoff with respect to customary depository arrangements
entered into in the ordinary course of business;



               (xiii) Liens arising by reason of security for surety or appeal bonds in the ordinary course
of business of any Loan Party;



               (xiv) Liens incurred with respect to Subordinated Obligations permitted under Section
5.02(a)(viii) to the extent the Required Lenders expressly permit any such Liens when
consenting to any such Subordinated Obligations pursuant to Section 5.02(a)(viii);



               (xv) Liens on the real property subject to any of the Real Property Security Documents
identified in the ALTA title policy received by the Administrative Agent (in form and substance
satisfactory to the Administrative Agent ) relating to such real property;



               (xvi) Liens incurred with respect to the Indebtedness permitted under Section
5.02(a)(ix);



               (xvii) Liens permitted under the Vessel Mortgages; and



               (xviii) (A) Liens granted by a third party purchaser on such third party purchaser’s
interest in a vessel to be constructed by a Loan Party and purchased by such third party purchaser
in favor of a third party financier that is financing such purchaser’s purchase of
such vessel and (B) Negative Pledges on such vessel to be constructed that are granted by the
Loan Parties under the agreement for the construction of such vessel;



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provided, however, that the foregoing exceptions shall not permit any Lien in any
Equity Securities issued by any Loan Party (other than Parent) and owned by any Loan Party, except
for Liens in favor of the Administrative Agent securing the Obligations or any guaranty thereof.




          (c) Asset Dispositions. No Loan Party shall, directly or indirectly, sell, lease,
charter, convey, transfer or otherwise dispose (including, without limitation, via any sale and
leaseback transaction and via any disposition in connection with the exercise of remedies by NRG
with respect to certain liens held by NRG on the Hall Street Terminal which secure certain of ACL’s
obligations to NRG) of any of its assets or property, whether now owned or hereafter acquired,
except for the following:




               (i) Sales, leases or other dispositions by the Loan Parties of inventory in the ordinary
course of their businesses (excluding sales of inventory by any Loan Party, directly or indirectly,
to another Loan Party) including any sale by Jeffboat of barges and other equipment in a Jeffboat
Sale and Leaseback Transaction;



               (ii) Sales, leases or other dispositions by the Loan Parties of damaged, worn or obsolete
equipment in the ordinary course of their businesses for not less than fair market value;



               (iii) Sales or other dispositions by any Loan Party of Investments permitted by clause (i) of
Section 5.02(e) for not less than fair market value; provided that no Default or
Event of Default shall have occurred and be continuing and the proceeds of such sale or other
disposition are retained as working capital with such Loan Party;



               (iv) Sales or other dispositions of assets and property by the Borrowers to any Guarantor
(other than Parent or Commercial Barge Line Company) or by any Guarantor to the Borrowers or
another Guarantor (other than Parent or Commercial Barge Line Company); provided that the
terms of any such sales or other dispositions by or to the Borrowers or any Guarantor are terms
which are no less favorable to the Borrowers or any Guarantor than would prevail in the market for
similar transactions between unaffiliated parties dealing at arm’s length; and



               (v) Additional sales, leases or other disposition of assets or property by the Loan Parties
not to exceed (A) $50,000,000 of assets valued at fair market value in the aggregate per calendar
year or (B) $150,000,000 of assets valued at fair market value in the aggregate during the term of
this Agreement.



          (d) Mergers, Acquisitions, Etc. No Loan Party shall reorganize, recapitalize or
consolidate with or merge into any other Person or permit any other Person to merge into it,
acquire any Person as a new Subsidiary or acquire all or substantially all of the assets of any
other Person, except for the following:




               (i) (A) the Borrowers and the other Loan Parties (other than Parent or Commercial Barge Line
Company) may merge with each other; provided that (A) no Default or
Event of Default shall have occurred and be continuing or would result after giving effect to
any such merger and (B) in any such merger involving a Borrower and another Loan Party (other than
another Borrower), such Borrower is the surviving Person; and (B) Parent and Commercial



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Barge Line
Company may merge with each other and American Barge Line Company may merge with and into
Commercial Barge Line Company; provided that (A) no Default or Event of Default shall have
occurred and be continuing or would result after giving effect to any such merger and (B) in any
such merger involving Parent, Parent is the surviving Person;



               (ii) Acquisitions by a Borrower or a Guarantor of any Person or the assets of a Person as a
new Subsidiary or of all or substantially all of the assets of any other Person or identifiable
business unit or division of any other Person (in each case, the “Proposed Target”);
provided that, unless otherwise agreed to in writing by the Administrative Agent (with the
written approval of the Required Lenders) with respect to any of the below requirements in
connection with a particular acquisition:



                    (A) No Default or Event of Default has occurred and is continuing on the date of, or will
result after giving effect to, any such acquisition (actually and on a pro forma basis);



                    (B) The property acquired (or the property of the Proposed 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) The acquisition of the Proposed Target shall be completed as a result of an arm’s length
negotiation (i.e. on a non-hostile basis) (unless otherwise agreed to in writing by the Required
Lenders with respect to a particular acquisition as noted above);



                    (D) The acquisition of the Proposed Target shall be consummated, in all material respects, in
accordance with all applicable laws and all applicable Governmental Authorizations;



                    (E) For each acquisition where the total consideration exceeds $50,000,000, the Borrowers
shall have delivered to the Administrative Agent subject to Section 8.10, (1) (x) financial
statements of the subject of such acquisition that is a separate Person (or is an acquisition of
all the assets of a Person) to the extent available, but in no event for less than the immediately
preceding twelve months or (y) in the case of an acquisition of assets constituting less than all
of the assets of a Person, the equivalent of financial statements with respect to such assets or,
if no such financial statements are available, an appraisal or other valuation of the assets to be
acquired, (2) pro forma financial statements reflecting the combined projected performance of the
Loan Parties during the 12 months immediately following consummation of such transaction, certified
to the Administrative Agent and the Lenders as being the good faith projections of the Borrowers,
in form and detail reasonably acceptable to the Administrative Agent, which projections shall show
that such acquisition will not result in any Default or Event of Default hereunder and (3) such
additional reasonable information as requested by the Lenders regarding the acquisition;



                    (F) The Borrowers shall be in compliance with the financial covenants set forth in this
Agreement on a pro forma basis after giving effect to the acquisition of the Proposed Target as if
such acquisition occurred on the last day of the fiscal quarter most recently ended;



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                    (G) The Administrative Agent shall prior to the proposed acquisition date have received a
Compliance Certificate evidencing pro forma compliance as described in clause (F) above;



                    (H) If a Proposed Target is organized or domiciled under the law of any jurisdiction outside
the United States, or a Proposed Target has more than 10% of its assets or annual revenues based in
or from outside of the United States (as determined from the most recently available financial
information for the Proposed Target), then such Proposed Target’s Adjusted EBITDA shall be
discounted for covenant compliance to the extent the Administrative Agent cannot obtain perfected
liens on its assets;



                    (I) The Proposed Target shall be owned directly by the Borrowers or, if the Proposed Target
remains a separate entity, be a wholly-owned Subsidiary of a Borrower after giving effect to the
acquisition;



                    (J) The Administrative Agent and the Security Trustee (as 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 Proposed Target,
subject only to Permitted Liens and, if the Proposed Target survives such transaction as a separate
Subsidiary, any Equity Securities in the Proposed Target to the extent required by Section
5.01(i)); and



                    (K) If such Proposed Target 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 Proposed Target
(and any Subsidiary of the Proposed 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.



          (e) Investments. None of the Loan Parties shall make any Investment except for
Investments in the following:




               (i) Investments by the Loan Parties in deposit accounts, cash and Cash Equivalents;
provided that, for Investments of the Borrower and each Guarantor, such Investments are
subject to a Control Agreement (other than up to 10 accounts for all Borrowers and Guarantors in
the aggregate where such account have an average aggregate monthly balance of less than
$1,000,000);



               (ii) Investments listed in Schedule 5.02(e) existing on the date of this Agreement;



               (iii) Investments by the Loan Parties in each other (other than Parent and Commercial Barge
Line Company); provided that any Investments constituting Indebtedness shall be evidenced
by one or more Pledged Intercompany Notes subject to a first perfected security interest in favor
of the Administrative Agent and in the Administrative Agent’s possession; provided
further that Investments (including any loans or advances) by Loan Parties



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made directly or
indirectly in Foreign Subsidiaries may not exceed $30,000,000 in the aggregate at any one time;



               (iv) Investments permitted by Section 5.02(d) and Investments that comply with both
Section 5.02(a)(iii) and Section 5.02(l);



               (v) In addition to Investments otherwise expressly permitted by this Section 5.02(e)
(provided no Event of Default then exists or results therefrom), Investments by the Borrower and
its Domestic Subsidiaries in Joint Ventures which are organized under the laws of the United States
of America or any state thereof in an aggregate amount (valued at cost) not to exceed $50,000,000
as to any such Joint Venture or $100,000,000 in the aggregate as to all such Joint Ventures since
the date of this Agreement;



               (vi) Loans and advances to employees in the ordinary course of business and in accordance with
past practices not to exceed $5,000,000 in the aggregate at any one time;



               (vii) Investments by Parent in treasury Equity Securities of Parent; 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)).



          (f) Distributions, Redemptions, Etc. No Loan Party shall reorganize, recapitalize or
make any Distributions or set apart any sum for any such purpose except as follows:




               (i) Any Subsidiary of a Borrower may pay dividends on its Equity Securities to a Borrower or
any intervening Subsidiary;



               (ii) If no Default or Event of Default shall have occurred and be continuing or would result
from a proposed Distribution under this Section 5.02(f)(ii) and so long as any Borrower is
a limited liability company or any other pass-through entity for tax purposes, each Borrower may,
on a quarterly basis, make cash Distributions to Parent (through any intervening Loan Parties) in
an amount equal to the minimum amount necessary to pay for estimated income taxes owing by Parent
attributable to the income of such Borrower (less the amount of any prior Distribution for such
purpose that was not necessary to pay the actual taxes of such holders);



               (iii) The Borrowers may make Distributions pursuant to and in accordance with stock option
plans or other benefit plans for management or employees of the Borrowers and their respective
Subsidiaries, including, without limitation, pursuant to any severance packages for management or
employees of the Borrowers and their respective
Subsidiaries and approved by the board of managers (or other governing body) of the Borrower
making such Distribution; and



               (iv) Any Loan Party may make Distributions if (1) no Default or Event of Default has occurred
and is continuing or would result from such Distribution; and (2) the Borrowers provide the
Administrative Agent a certificate from a Responsible Officer certifying



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that there is pro forma
compliance with the financial covenants in Section 5.03 after giving effect to such
Distributions.



          (g) Change in Business. No Loan Party shall engage, either directly or indirectly
through Affiliates, in any business substantially different from the business of the Borrowers as
of the Closing Date.




          (h) Payments of Indebtedness, Etc. No Loan Party shall:




               (i) prepay, redeem, purchase, defease, acquire or otherwise satisfy (or offer to redeem,
purchase, acquire or otherwise satisfy) in any manner prior to the scheduled payment thereof any
Indebtedness (including any Subordinated Obligations) or lease obligations of any Loan Party (other
than (A) the Obligations and (B) the prepayment of any Indebtedness incurred in accordance with
Section 5.02(a)(vii) so long as no Default or Event of Default exists at the time of such
proposed prepayment of any Indebtedness incurred in accordance with Section 5.02(a)(vii) or
would result therefrom); or make any payment or deposit any monies, securities or other property
with any trustee or other Person that has the effect of providing for the satisfaction (or
assurance of any satisfaction) of any Indebtedness (including any Subordinated Obligations) of any
Loan Party prior to the date when due or otherwise to provide for the defeasance of any such
Indebtedness;



               (ii) pay or prepay any principal, premium, interest or any other amount (including sinking
fund payments) with respect to any Subordinated Obligation (except payments expressly approved by
the Required Lenders in writing), or redeem purchase, defease, acquire or otherwise satisfy (or
offer to redeem, purchase, acquire or otherwise satisfy) any Subordinated Obligations; or make any
payment or deposit any monies, securities or other property with any trustee or other Person that
has the effect of providing for the satisfaction (or assurance of any satisfaction) of any
Subordinated Obligations prior to the date when due or otherwise to provide for the defeasance of
any Subordinated Obligations; or



               (iii) supplement, modify, amend, restate, extend or otherwise change the terms of any
document, instrument or agreement evidencing or governing any Subordinated Obligations;


provided, however, that any Loan Party may prepay, redeem, purchase, defease,
acquire or otherwise satisfy (or offer to redeem, purchase, acquire or otherwise satisfy) in any
manner prior to the scheduled payment thereof any Indebtedness (including any Subordinated
Obligations) or lease obligations of any Loan Party if (1) no Default or Event of Default has
occurred and is continuing or would result from such prepayment, redemption, purchase, defeasance,
acquisition or other satisfaction of such Indebtedness; (2) with respect to Subordinated
Obligations, such prepayment, redemption, purchase, defeasance, acquisition or other satisfaction
of such
Subordinated Obligations is otherwise permitted under the applicable intercreditor agreement or
subordination provisions applicable to such Subordinated Obligations; (3) before and after giving
effect to such prepayment, redemption, purchase, defeasance, acquisition or other satisfaction of
such Indebtedness, the Total Leverage is less than 2.50 to 1.00; and (4) prior to taking such
action the Borrowers provide the Administrative Agent a certificate from a Responsible Officer
certifying that the conditions under clauses (1), (2) and (3) above are satisfied and there is pro


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forma compliance with the financial covenants in Section 5.03 after giving effect to such
prepayment, redemption, purchase, defeasance, acquisition or other satisfaction of such
Indebtedness.




          (i) ERISA.




               (i) No Loan Party nor any ERISA Affiliate shall (A) adopt or institute any Pension Plan; (B)
take any action which will result in the partial or complete withdrawal, within the meanings of
Sections 4203 and 4205 of ERISA, from a Multiemployer Plan; (C) engage or permit any Person to
engage in any transaction prohibited by Section 406 of ERISA or Section 4975 of the IRC involving
any Pension Plan or Multiemployer Plan which would subject a Loan Party or any ERISA Affiliate to
any tax, penalty or other liability including a liability to indemnify; (D) incur or allow to exist
any accumulated funding deficiency (within the meaning of Section 412 of the IRC or Section 302 of
ERISA); (E) fail to make full payment when due of all amounts due as contributions to any Pension
Plan or Multiemployer Plan; (F) fail to comply with the requirements of Section 4980B of the IRC or
Part 6 of Title I(B) of ERISA; or (G) adopt any amendment to any Pension Plan which would require
the posting of security pursuant to Section 401(a)(29) of the IRC, where singly or cumulatively,
the above could have a Material Adverse Effect.



               (ii) No Loan Party shall (A) engage in any transaction prohibited by any Governmental Rule
applicable to any Foreign Plan; (B) fail to make full payment when due of all amounts due as
contributions to any Foreign Plan; or (C) otherwise fail to comply with the requirements of any
Governmental Rule applicable to any Foreign Plan, where singly or cumulatively, the above could
have a Material Adverse Effect.



          (j) Transactions With Affiliates. No Loan Party shall enter into or permit to exist
any Contractual Obligation with any Affiliate (other than any other Loan Party) or engage in any
other transaction with any Affiliate (other than any other Loan Party) except upon terms at least
as favorable to such Loan Party as an arms-length transaction with unaffiliated Persons.




          (k) Accounting Changes. No Loan Party shall change (i) its fiscal year (currently
January 1 through December 31) or (ii) its accounting practices except as required by GAAP.




          (l) Rate Contracts. No Loan Party shall enter into any Rate Contract, except (i) Rate
Contracts entered into to hedge or mitigate risks to which the Borrowers or any Subsidiary has
actual exposure (other than those in respect of Equity Securities of the Borrowers or any
Subsidiary of a Borrower), and (ii) Rate Contracts entered into in order to effectively cap, collar
or exchange interest rates (from fixed to floating rates, from one floating rate to another
floating rate or otherwise) with respect to any interest-bearing liability or investment of a
Borrower or any Subsidiary.




          (m) Amendment of Material Documents. No Loan Party shall agree to amend, modify,
supplement or replace any Material Document or any document executed and delivered in connection
therewith, in each case in a manner which would adversely affect the interests of

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the
Administrative Agent, the Security Trustee and the Lenders and in any event subject to Section
5.02(h) with respect to Subordinated Obligations.




          (n) Restrictive Agreements. No Loan Party shall agree to any restriction or
limitation (other than as set forth in this Agreement or the other Credit Documents) on the making
of Distributions or the transferring of asset from any Loan Party to another Loan Party.




          (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:




               (i) the following existing Joint Ventures: BargeLink LLC (owning up to 50% of the Equity
Securities of such entity), Bolivar Terminal Company (owning up to 50% of the Equity Securities of
such entity), T.T. Barge Services Mile 237 LLC (owning up to 35% of the Equity Securities of such
entity), and SSIC Remediation LLC (owning up to 30.29% of the Equity Securities of such entity),
and



               (ii) additional Joint Ventures if (A) the aggregate Investment by the Borrowers and their
Subsidiaries in all Joint Ventures is permitted by Section 5.02(e)(v), (B) the business of
such additional Joint Venture 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 and (C) such additional
Joint Venture is a corporation, limited liability company or other limited liability entity.



          (p) Accounts. No Loan Party shall fail, within 30 days of the Borrowers’ receipt of a
written request from the Administrative Agent (as such time period may be extended by the
Administrative Agent), to execute and deliver to the Administrative Agent control agreements in
form and substance reasonably acceptable to the Administrative Agent with respect to each account
of the Loan Parties which is existing as of the Closing Date (to the extent the Borrowers have not
already done so) or opened following the Closing Date with any bank, savings association, financial
institution or similar financial intermediary in which cash or other property will be deposited
(other than with respect to accounts fall within the exception described in Section
5.02(e)(i)).




          (q) Modification. None of the Loan Parties shall make any modification or repairs to,
or replacement of, any of the Vessels owned by a Loan Party or equipment installed on such Vessel
which would or might materially alter the structure, type or performance characteristics of such
Vessel and materially reduce its value.




     5.03. Financial Covenants. So long as any Loan or L/C Obligation remains unpaid, or
any other Obligation remains unpaid or unperformed, or any portion of any
Commitment remains in force, the Borrowers will comply, and will cause compliance, with the
following financial covenants, unless the Required Lenders shall otherwise consent in writing:



          (a) Total Leverage Ratio. The Borrowers shall not at any time permit the Total
Leverage Ratio to be greater than 3.00 to 1.00; provided that if (i) any Permitted
Acquisition is consummated after the Closing Date and (ii) as of the closing date of any such
Permitted Acquisition the Total Leverage Ratio is actually greater than 2.50 to 1.00 or is greater

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than 2.50 to 1.00 on a pro forma basis after giving effect to such Permitted Acquisition, the
maximum ratio shall be 3.50 to 1.00 for twelve consecutive months beginning on the date of such
Permitted Acquisition is consummated (and the maximum ratio shall revert to 3.00 to 1.00 after the
end of such twelve month period).




          (b) Fixed Charge Coverage Ratio. The Borrowers shall not permit the Fixed Charge
Coverage Ratio as at the end of any fiscal quarter to be less than 1.50 to 1.00.




          (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 the Closing Date to be less than the sum on such Determination Date of the following:




               (i) $304,854,704.35; plus



               (ii) Fifty percent (50%) of the cumulative sum of the Loan Parties’ annual consolidated Net
Income for each fiscal quarter of the Borrower ending after December 31, 2006 through and including
the fiscal year ending immediately prior to the Determination Date (excluding any quarter in which
net income is negative); plus



               (iii) One-hundred percent (100%) 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, 2006.



ARTICLE VI. EVENTS OF DEFAULT.




     6.01. Events of Default. The occurrence or existence of any one or more of the
following shall constitute an “Event of Default” hereunder:



          (a) Non-Payment. Any Loan Party shall (i) fail to pay when due any principal of any
Loan or any L/C Obligation (including any amount due in respect thereof under the Guaranty) or (ii)
fail to pay within three (3) days after the same becomes due, any interest, fees or other amounts
payable under the terms of this Agreement or any of the other Credit Documents (including any
amount due under any Lender Rate Contract and, to the extent not included in clause (i), the
Guaranty); or




          (b) Specific Defaults. Any Loan Party shall fail to observe or perform any covenant,
obligation, condition or agreement set forth in Section 5.01(a), Section 5.01(f),
Section 5.01(g), Section 5.01(h), Section 5.01(i), Section 5.01(k),
Section 5.01(l), Section 5.01(m), Section 5.02 or Section 5.03; or




          (c) Other Defaults. Any default shall occur under the Guaranty or any Security
Document and such default shall continue beyond any period of grace provided with respect thereto;
or any Loan Party shall fail to observe or perform any other covenant, obligation, condition or
agreement contained in this Agreement or any other Credit Document (other than Lender Rate
Contracts) and such failure shall continue for thirty (30) days after the date of such failure; or




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          (d) Representations and Warranties. Any representation, warranty, certificate,
information or other statement (financial or otherwise) made or furnished by or on behalf of any
Loan Party to the Administrative Agent, the Security Trustee or any Lender in or in connection with
this Agreement or any of the other Credit Documents, or as an inducement to the Administrative
Agent, the Security Trustee or any Lender to enter into this Agreement, shall be false, incorrect,
incomplete or misleading in any material respect when made or furnished; or




          (e) Cross-Default. (i) Any Loan Party shall fail to make any payment on account of
any Indebtedness or Contingent Obligation of such Person (other than the Obligations) when due
(whether at scheduled maturity, by required prepayment, upon acceleration or otherwise) and such
failure shall continue beyond any period of grace provided with respect thereto, if the amount of
such Indebtedness or Contingent Obligation exceeds $25,000,000 or the effect of such failure is to
cause, or permit the holder or holders thereof to cause, Indebtedness and/or Contingent Obligations
of any Loan Party (other than the Obligations) in an aggregate amount exceeding $25,000,000 to
become redeemable, due, liquidated or otherwise payable (whether at scheduled maturity, by required
prepayment, upon acceleration or otherwise) and/or to be secured by cash collateral or (ii) any
Loan Party shall otherwise fail to observe or perform any agreement, term or condition contained in
any agreement or instrument relating to any Indebtedness or Contingent Obligation of such Person
(other than the Obligations), or any other event shall occur or condition shall exist, if the
effect of such failure, event or condition is to cause, or permit the holder or holders thereof to
cause, Indebtedness and/or Contingent Obligations of any Loan Party (other than the Obligations) in
an aggregate amount exceeding $25,000,000 to become redeemable, due, liquidated or otherwise
payable (whether at scheduled maturity, by required prepayment, upon acceleration or otherwise)
and/or to be secured by cash collateral; or




          (f) Insolvency; Voluntary Proceedings. Any Loan Party shall (i) apply for or consent
to the appointment of a receiver, trustee, liquidator or custodian of itself or of all or a
substantial part of its property, (ii) be unable, or admit in writing its inability, to pay its
debts generally as they mature, (iii) make a general assignment for the benefit of its or any of
its creditors, (iv) be dissolved or liquidated in full or in part, (v) become insolvent (as such
term may be defined or interpreted under any applicable statute), (vi) commence a voluntary case or
other proceeding seeking liquidation, reorganization or other relief with respect to itself or its
debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or consent
to any such relief or to the appointment of or taking possession of its property by any official in
an involuntary case or other proceeding commenced against it, or, in each case, any analogous
procedure or step is taken in any jurisdiction; or




          (g) Involuntary Proceedings. Proceedings for the appointment of a receiver, trustee,
liquidator or custodian of any Loan Party or of all or a substantial part of the
property thereof, or an involuntary case or other proceedings seeking liquidation,
reorganization or other relief with respect to any Loan Party or the debts thereof under any
bankruptcy, insolvency or other similar law now or hereafter in effect shall be commenced and an
order for relief entered or such proceeding shall not be dismissed or discharged within sixty (60)
days of commencement, or, in each case, any analogous procedure or step is taken in any
jurisdiction; or




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          (h) Judgments. (i) One or more judgments, orders, decrees or arbitration awards
requiring any Loan Party to pay an aggregate amount of $25,000,000 or more (exclusive of amounts
covered by insurance issued by an insurer not an Affiliate of the Borrowers and otherwise
satisfying the requirements set forth in Section 5.01(d)) shall be rendered against any
Loan Party in connection with any single or related series of transactions, incidents or
circumstances and the same shall not be satisfied, vacated or stayed for a period of ten (10)
consecutive days; provided that if one or more judgments, orders, decrees or arbitration
awards requiring any Loan Party to pay an aggregate amount of $50,000,000 (exclusive of amounts
covered by insurance issued by an insurer not an Affiliate of the Borrowers and otherwise
satisfying the requirements set forth in Section 5.01(d)) shall be rendered against any
Loan Party in connection with any single or related series of transactions, incidents or
circumstances such circumstance shall be an Event of Default whether or not the same has been
satisfied, vacated or stayed; (ii) any judgment, writ, assessment, warrant of attachment, tax lien
or execution or similar process shall be issued or levied against a part of the property of any
Loan Party with an aggregate value in excess of $25,000,000 and the same shall not be released,
stayed, vacated or otherwise dismissed within thirty (30) days after issue or levy; or (iii) any
other judgments, orders, decrees, arbitration awards, writs, assessments, warrants of attachment,
tax liens or executions or similar processes which, alone or in the aggregate, could have a
Material Adverse Effect are rendered, issued or levied; or




          (i) Credit Documents. Any Credit Document or any material term thereof shall cease to
be, or be asserted by any Loan Party not to be, a legal, valid and binding obligation of such Loan
Party enforceable in accordance with its terms or shall otherwise cease to be in full force and
effect; or




          (j) Security Documents. Any Lien intended to be created by any Security Document
shall at any time be invalidated, subordinated or otherwise cease to be in full force and effect,
for whatever reason, or any security interest purported to be created by any Security Document
shall cease to be, or shall be asserted by any Loan Party not to be, a valid, first priority
(except as expressly otherwise provided in this Agreement or such Security Document) perfected Lien
in the Collateral covered thereby, or any Loan Party shall issue, create or permit to be
outstanding any Equity Securities which shall not be subject to a first priority perfected Lien
under the Security Documents; or




          (k) ERISA. Any Reportable Event which the Administrative Agent reasonably believes in
good faith constitutes grounds for the termination of any Pension Plan by the PBGC or for the
appointment of a trustee by the PBGC to administer any Pension Plan shall occur and be continuing
for a period of thirty (30) days or more after notice thereof is provided to the Borrowers by the
Administrative Agent, or any Pension Plan shall be terminated within the meaning of Title IV of
ERISA by the PBGC or a trustee shall be appointed by the PBGC to administer any Pension Plan; or




          (l) Change of Control. Any Change of Control shall occur; or




          (m) Involuntary Dissolution or Split Up. Any order, judgment or decree shall be
entered against a Borrower decreeing its involuntary dissolution or split up and such order shall
remain undischarged and unstayed for a period in excess of sixty (60) days; or




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          (n) Lender Rate Contracts. The occurrence of a default by any Loan Party under any
Lender Rate Contract and the passage of any applicable grace period in respect thereof; or




          (o) Material Adverse Change. A material adverse change in the operations, business or
condition (financial or otherwise) of any Borrower individually or the Loan Parties (taken as a
whole) since December 31, 2006 shall have occurred; or




          (p) Guarantors. Any Guarantor shall repudiate or purport to revoke the Guaranty; or




          (q) Designated Person. Any Loan Party shall become a Designated Person; or




          (r) Subordinated Obligations. Any trustee for, or any holder of, any Subordinated
Obligations asserts in writing that any such Subordinated Obligations (or any portion thereof) is
not subordinated to the Obligations in accordance with its terms or the applicable subordination
agreement (in the case of such other Subordinated Obligations); or any event occurs which gives the
holder or holders of such Subordinated Obligations (or an agent or trustee on its or their behalf)
the right to declare such Subordinated Obligations due before the date on which it otherwise would
become due, or the right to require the issuer thereof, to redeem, purchase or otherwise defease,
or offer to redeem, purchase or otherwise defease, all or any portion of any Subordinated
Obligations, or a final judgment is entered by a court of competent jurisdiction that any
Subordinated Obligations (or any portion thereof) is not subordinated in accordance with its terms
or the applicable subordination agreement (in the case of such other Subordinated Obligations) to
the Obligations, or




          (s) NRG Agreements. The occurrence of (i) a Trigger Event (as such term is defined in
any one or more of the NRG Agreements), (ii) the passage of any applicable notice period under the
NRG Agreements, and (iii) the enforcement or exercise by NRG of its rights under the NRG Agreements
in connection with such Trigger Event.




     6.02. Remedies. At any time after the occurrence and during the continuance of any
Event of Default (other than an Event of Default referred to in Section 6.01(f) or
6.01(g)), the Administrative Agent may or shall, upon instructions from the Required
Lenders, by written notice to the Borrowers, (a) terminate the Revolving Loan Commitments, any
obligation of the L/C Issuer to make L/C Credit Extensions and the obligations of the Lenders to
make Loans, and/or (b) declare all or a portion of the outstanding Obligations (other than in
connection with Lender Rate Contracts) payable by the Borrowers to be immediately due and payable
and require that the Borrowers Cash Collateralize the Obligations in an amount equal to 105 % of
the then Effective Amount of the L/C Obligations, in each case, without presentment, demand,
protest or any other notice of any kind, all of which are hereby expressly waived, anything
contained
herein or in the Notes to the contrary notwithstanding . Upon the occurrence or existence of
any Event of Default described in Section 6.01(f) or 6.01(g), immediately and
without notice, (1) the Revolving Loan Commitments, any obligation of the L/C Issuer to make L/C
Credit Extensions and the obligations of the Lenders to make Loans shall automatically terminate,
(2) the obligation of the Borrowers to Cash Collateralize the Obligations in an amount equal to the
then Effective Amount of the L/C Obligations shall automatically become effective, which amounts



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shall be immediately pledged and delivered to the Administrative Agent as security for the
Obligations and (3) all outstanding Obligations payable by the Borrowers hereunder shall
automatically become immediately due and payable, without presentment, demand, protest or any other
notice of any kind, all of which are hereby expressly waived, anything contained herein or in the
Notes to the contrary notwithstanding. In addition to the foregoing remedies, upon the occurrence
or existence of any Event of Default, the Administrative Agent and the Security Trustee may
exercise any other right, power or remedy available to it under any of the Credit Documents or
otherwise by law, either by suit in equity or by action at law, or both. Notwithstanding anything
to the contrary in the Credit Documents, all Cash Collateral shall first be applied to the L/C
Obligations and then to the remaining obligations in the manner set forth in the Credit Documents.



ARTICLE VII. ADMINISTRATIVE AGENT, THE SECURITY TRUSTEE AND RELATIONS AMONG LENDERS.




     7.01. Appointment, Powers and Immunities.



          (a) Each Lender (on its own behalf and on behalf of any Affiliate of such Lender that is party
to a Lender Rate Contract or providing Lender Bank Products) hereby appoints and authorizes Wells
Fargo and its successors to act as its administrative agent hereunder and under the other Credit
Documents and as security trustee under the Vessel Security Documents with such powers as are
expressly delegated to the Administrative Agent and the Security Trustee by the terms of this
Agreement and the other Credit Documents, together with such other powers as are reasonably
incidental thereto. Each Lender (on its own behalf and on behalf of any Affiliate of such Lender
that is party to a Lender Rate Contract or providing Lender Bank Products) hereby authorizes the
Administrative Agent and the Security Trustee to take such action on its behalf under the
provisions of this Agreement and the other Credit Documents and to exercise such powers as are set
forth herein or therein, together with such other powers as are reasonably incidental thereto. The
Co-Syndication Agents, Co-Documentation Agents and Lead Arranger shall not have any duties or
responsibilities or any liabilities under this Agreement or any other Credit Documents and any
amendments, consents, waivers or any other actions taken in connection with this Agreement or the
other Credit Documents shall not require the consent of any of the Co-Syndication Agents,
Co-Documentation Agents or Lead Arranger in such capacity. The Administrative Agent and the
Security Trustee shall not have any duties or responsibilities except those expressly set forth in
this Agreement or in any other Credit Document, be a trustee for any Lender (or any Affiliate of a
Lender that is party to a Lender Rate Contract or providing Lender Bank Products) or have any
fiduciary duty to any Lender (or any Affiliate of a Lender that is party to a Lender Rate Contract
or providing Lender Bank Products). Notwithstanding anything to the contrary contained herein the
Administrative Agent and the Security Trustee shall not be required to take any action which is
contrary to this Agreement or any other Credit Document or any applicable Governmental
Rule. None of the Administrative Agent, the Security Trustee or any Lender shall be
responsible to any other Lender for any recitals, statements, representations or warranties made by
any Loan Party contained in this Agreement or in any other Credit Document, for the value,
validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other
Credit Document or for any failure by any Loan Party to perform its obligations hereunder or
thereunder. The Administrative Agent and the Security Trustee may employ agents and




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attorneys-in-fact and shall not be responsible to any Lender for the negligence or misconduct of
any such agents or attorneys-in-fact selected by it with reasonable care. None of the
Administrative Agent, the Security Trustee or any of their respective directors, officers,
employees, agents or advisors shall be responsible to any Lender for any action taken or omitted to
be taken by it or them hereunder or under any other Credit Document or in connection herewith or
therewith, except to the extent determined by a final, non-appealable judgment of a court of
competent jurisdiction to have arisen from its or their own gross negligence or willful misconduct.
Except as otherwise provided under this Agreement, the Administrative Agent and the Security
Trustee shall take such action with respect to the Credit Documents as shall be directed by the
Required Lenders or in the absence of such direction such action as the Administrative Agent and
the Security Trustee in good faith deems advisable under the circumstances.




          (b) The L/C Issuer shall act on behalf of the Lenders with respect to any Letters of Credit
issued by it and the documents associated therewith until such time (and except for so long) as the
Administrative Agent may agree at the request of the Required Lenders to act for the L/C Issuer
with respect thereto; provided, however, that the L/C Issuer shall have all of the
benefits and immunities (i) provided to the Administrative Agent in this Article VII with respect
to any acts taken or omissions suffered by the L/C Issuer in connection with Letters of Credit
issued by it or proposed to be issued by it and the application and agreements for letters of
credit pertaining to the Letters of Credit as fully as if the term “Administrative Agent” as used
in this Article VII included the L/C Issuer with respect to such acts or omissions, and (ii) as
additionally provided herein with respect to the L/C Issuer.




          (c) The Security Trustee shall act on behalf of the Lenders (which, for the avoidance of
doubt, includes each Affiliate of a Lender that is party to a Lender Rate Contract or providing any
Lender Bank Products as set forth in the definition of “Lender”) with respect to the Vessels
pledged as Collateral and Vessel Security Documents; provided, however, that the
Security Trustee shall have all of the benefits and immunities (i) provided to the Administrative
Agent in this Article VII with respect to any acts taken or omissions suffered by the Security
Trustee as fully as if the term “Administrative Agent” as used in this Article VII included the
Security Trustee with respect to such acts or omissions, and (ii) as additionally provided herein
with respect to the Security Trustee.




     7.02. Reliance by the Administrative Agent. The Administrative Agent, the L/C Issuer
and the Swing Line Lender shall be entitled to rely upon any certificate, notice or other document
(including any cable, telegram, facsimile or telex) believed by it in good faith to be genuine and
correct and to have been signed or sent by or on behalf of the proper Person or Persons, and upon
advice and statements of legal counsel, independent accountants and other experts selected by the
Administrative Agent with reasonable care. As to any other matters not expressly provided for by
this Agreement, the Administrative Agent shall not be required to take
any action or exercise any discretion, but shall be required to act or to refrain from acting
upon instructions of the Required Lenders and shall in all cases be fully protected by the Lenders
in acting, or in refraining from acting, hereunder or under any other Credit Document in accordance
with the instructions of the Required Lenders (or all Lenders if required by Section 8.04),
and such instructions of the Required Lenders (or all the Lenders as the case may be) and any
action taken or failure to act pursuant thereto shall be binding on all of the Lenders.



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     7.03. Defaults. The Administrative Agent shall not be deemed to have knowledge or
notice of the occurrence of any Default or Event of Default unless the Administrative Agent has
received a written notice from a Lender or the Borrowers, referring to this Agreement, describing
such Default or Event of Default and stating that such notice is a “Notice of Default”. If the
Administrative Agent receives such a notice of the occurrence of a Default or Event of Default, the
Administrative Agent shall give prompt notice thereof to the Lenders. The Administrative Agent
shall take such action with respect to such Default or Event of Default as shall be reasonably
directed by the Required Lenders; provided, however, that until the Administrative
Agent shall have received such directions, the Administrative Agent may (but shall not be obligated
to) take such action, or refrain from taking such action, with respect to such Default or Event of
Default as it shall deem advisable in the best interest of the Lenders. Notwithstanding anything
to the contrary contained herein, the order and manner in which the Lenders’ rights and remedies
are to be exercised (including, without limitation, the enforcement by any Lender of its Note)
shall be determined by the Required Lenders in their sole discretion.



     7.04. Indemnification. Without limiting the Obligations of the Borrowers hereunder,
each Lender agrees to indemnify the Administrative Agent, ratably in accordance with its Revolving
Proportionate Share of all Obligations and Revolving Loan Commitments, for any and all liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or
disbursements of any kind or nature whatsoever which may at any time be imposed on, incurred by or
asserted against the Administrative Agent in any way relating to or arising out of this Agreement
or any documents contemplated by or referred to herein or therein or the transactions contemplated
hereby or thereby or the enforcement of any of the terms hereof or thereof; provided,
however, that no Lender shall be liable for any of the foregoing to the extent determined
by a final, non-appealable judgment of a court of competent jurisdiction to have arisen from the
Administrative Agent’s gross negligence or willful misconduct. The Administrative Agent shall be
fully justified in refusing to take or in continuing to take any action hereunder unless it shall
first be indemnified to its satisfaction by the Lenders against any and all liability and expense
which may be incurred by it by reason of taking or continuing to take any such action. The
obligations of each Lender under this Section 7.04 shall survive the payment and
performance of the Obligations, the termination of this Agreement and any Lender ceasing to be a
party to this Agreement (with respect to events which occurred prior to the time such Lender ceased
to be a Lender hereunder).



     7.05. Non-Reliance. Each Lender represents that it has, independently and without
reliance on the Administrative Agent, or any other Lender, and based on such documents and
information as it has deemed appropriate, made its own appraisal of the business, prospects,
management, financial condition and affairs of the Loan Parties and its own decision to enter into
this Agreement and agrees that it will, independently and without reliance upon the Administrative
Agent or any other Lender, and based on such documents and information as it
shall deem appropriate at the time, continue to make its own appraisals and decisions in
taking or not taking action under this Agreement. Neither the Administrative Agent nor any of its
affiliates nor any of their respective directors, officers, employees, agents or advisors shall (a)
be required to keep any Lender informed as to the performance or observance by any Loan Party of
the obligations under this Agreement or any other document referred to or provided for herein or to
make inquiry of, or to inspect the properties or books of any Loan Party; (b) have any duty or
responsibility to disclose to or otherwise provide any Lender, and shall not be liable for the



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failure to disclose or otherwise provide any Lender, with any credit or other information
concerning any Loan Party which may come into the possession of the Administrative Agent or that is
communicated to or obtained by the bank serving as Administrative Agent or any of its Affiliates in
any capacity, except for notices, reports and other documents and information expressly required to
be furnished to the Lenders by the Administrative Agent hereunder; or (c) be responsible to any
Lender for (i) any recital, statement, representation or warranty made by any Loan Party or any
officer, employee or agent of any Loan Party in this Agreement or in any of the other Credit
Documents, (ii) the value, validity, effectiveness, genuineness, enforceability or sufficiency of
this Agreement or any Credit Document, (iii) the value or sufficiency of the Collateral or the
validity or perfection of any of the liens or security interests intended to be created by the
Credit Documents, or (iv) any failure by any Loan Party to perform its obligations under this
Agreement or any other Credit Document.



     7.06. Resignation of the Administrative Agent. The Administrative Agent may resign at
any time by giving thirty (30) days prior written notice thereof to the Borrowers and the Lenders.
Upon any such resignation, the Required Lenders shall have the right to appoint a successor
Administrative Agent, which successor Administrative Agent, if not a Lender, shall be reasonably
acceptable to the Borrowers; provided, however, that the Borrowers shall have no
right to approve a successor Administrative Agent if a Default or Event of Default has occurred and
is continuing. Upon the acceptance of any appointment as the Administrative Agent hereunder by a
successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and
become vested with all the rights, powers, privileges and duties of the retiring Administrative
Agent, and the retiring Administrative Agent shall be discharged from the duties and obligations
thereafter arising hereunder; provided that the retiring Administrative Agent shall be
discharged from the duties and obligations arising hereunder from and after the end of such thirty
(30) day even if no successor has been appointed. If no such successor has been appointed, the
Required Lenders shall act as the Administrative Agent hereunder. After any retiring
Administrative Agent’s resignation hereunder as the Administrative Agent, the provisions of this
Article VII shall continue in effect for its benefit in respect of any actions taken or
omitted to be taken by it while it was acting as the Administrative Agent. The successor
Administrative Agent (or if there is no successor one of the Lenders appointed by the Required
Lenders that accepts such appointment) shall also simultaneously replace the then existing
Administrative Agent and the then existing Administrative Agent shall be fully released as “L/C
Issuer,” “Security Trustee” and “Swing Line Lender” hereunder pursuant to documentation in form and
substance reasonably satisfactory to the then existing Administrative Agent.



     7.07. Collateral Matters.



          (a) The Administrative Agent and the Security Trustee are each hereby authorized by each
Lender, without the necessity of any notice to or further consent from
any Lender, and without the obligation to take any such action, to take any action with
respect to any Collateral or any Security Document which may from time to time be necessary to
perfect and maintain perfected the Liens of the Security Documents.




          (b) The Lenders irrevocably authorize the Administrative Agent and the Security Trustee, at
its respective option and in its respective discretion, to release (and to execute and deliver such
documents, instruments and agreements as the Administrative Agent

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and the Security Trustee (as
applicable) may deem necessary to release) any Lien granted to or held by the Administrative Agent
or the Security Trustee upon any Collateral (i) upon termination of the Revolving Loan Commitments
and the full Cash Collateralization of the then outstanding L/C Obligations and the payment in full
of all Loans and all other Obligations payable under this Agreement and under the other Credit
Documents; (ii) 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)); (iii) constituting property leased to the Loan
Parties under an operating lease which has expired or been terminated in a transaction not
prohibited by this Agreement or the Credit Documents or which will concurrently expire and which
has not been and is not intended by the Loan Parties to be, renewed or extended; (iv) consisting of
an instrument, if the Indebtedness evidenced thereby has been paid in full; or (v) if approved or
consented to by those of the Lenders required by Section 8.04. Upon request by the
Administrative Agent or the Security Trustee, the Lenders will confirm in writing the
Administrative Agent’s and the Security Trustee’s authority to release particular types or items of
Collateral pursuant to this Section 7.07.




          (c) Unless all the Lenders otherwise consent in writing, any and all cash collateral for the
Obligations shall be released to the Borrowers, to the extent not applied to the Obligations, only
if (i) the Revolving Loan Commitments have been terminated (ii) all Obligations have been paid in
full and are no longer outstanding, including, without limitation, any L/C Obligations or any other
contingent obligations.




     7.08. Performance of Conditions. For the purpose of determining fulfillment by the
Borrower and the other Loan Parties of conditions precedent specified in Sections 3.01 and
3.02 only, each Lender shall be deemed to have consented to, and approved or accepted, or to be
satisfied with each document or other matter sent by the Administrative Agent to such Lender for
consent, approval, acceptance or satisfaction, or required under Article 3 to be consented
to, or approved by or acceptable or satisfactory to, that Lender, unless an officer of the
Administrative Agent who is responsible for the transactions contemplated by the Credit Documents
shall have received written notice from that Lender prior to the making of the requested Loan or
the issuance of the requested Letter of Credit specifying its objection thereto and either (i) such
objection shall not have been withdrawn by written notice to the Administrative Agent or (ii) in
the case of any condition to the making of a Loan, that Lender shall not have made available to the
Administrative Agent that Lender’s Revolving Proportionate Share of such Loan or Letter of Credit.



     7.09. The Administrative Agent in its Individual Capacity. The Administrative Agent
and its affiliates may make loans to, issue letters of credit for the account of, accept deposits
from and generally engage in any kind of banking or other business with the any Loan
Party and its Affiliates as though the Administrative Agent were not the Administrative Agent,
L/C Issuer or Swing Line Lender hereunder. With respect to Loans, if any, made by the
Administrative Agent in its capacity as a Lender, the Administrative Agent in its capacity as a
Lender shall have the same rights and powers under this Agreement and the other Credit Documents as
any other Lender and may exercise the same as though it were not the Administrative Agent, L/C
Issuer or Swing Line Lender, and the terms “Lender” or “Lenders” shall include the Administrative
Agent in its capacity as a Lender. The Administrative Agent shall not be deemed to hold a
fiduciary,



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trust or other special relationship with any Lender and no implied covenants, functions,
responsibilities, duties, obligations or liabilities shall be read into this Agreement or otherwise
exist against the Administrative Agent.



     7.10. Collateral Matters/Lender Rate Contracts. Each Lender on its own behalf on
behalf of its Affiliates understands and agrees that if the Obligations are repaid as described in
Section 7.07, the Collateral will be released as described in Section 7.07 and such
Lender and its Affiliates will no longer have the benefits of the Collateral.



     7.11. NRG Intercreditor Agreement. Each of the Lenders from time to time party to
this Agreement hereby confirms and reaffirms the irrevocable authority of the Administrative Agent
and the Security Trustee to execute, deliver and act on their behalf under, the NRG Intercreditor
Agreement and each supplement, modification, amendment, restatement or extension thereto approved
by the Required Lenders. Each Lender agrees to be bound by the terms and provisions of the NRG
Intercreditor Agreement.



ARTICLE VIII. MISCELLANEOUS.




     8.01. Notices.



          (a) Except as otherwise provided herein, all notices, requests, demands, consents,
instructions or other communications to or upon the Borrowers, any Lender or the Administrative
Agent under this Agreement or the other Credit Documents shall be in writing and faxed, mailed or
delivered, if to the Borrowers or to the Administrative Agent, the L/C Issuer or the Swing Line
Lender, at its respective facsimile number or address set forth below or, if to any Lender, at the
address or facsimile number specified for such Lender in Part B of Schedule I (or
to such other facsimile number or address for any party as indicated in any notice given by that
party to the other parties). All such notices and communications shall be effective (a) when sent
by an overnight courier service of recognized standing, on the second Business Day following the
deposit with such service; (b) when mailed, first-class postage prepaid and addressed as aforesaid
through the United States Postal Service, upon receipt; (c) when delivered by hand, upon delivery;
and (d) when sent by facsimile transmission, upon confirmation of receipt; provided,
however, that (1) any notice delivered to the Administrative Agent, the L/C Issuer or the
Swing Line Lender under Article II shall not be effective until actually received by such Person,
(2) the e-mail or other web-based communication expressly permitted under Sections 2.01
shall no longer be permitted if the Administrative Agent has notified the Borrowers that it is
incapable of receiving such notices and communications by e-mail or other web-based communication
and (3) unless the Administrative Agent otherwise prescribes, notices and other web-based
communication sent to an e-mail address shall be deemed received upon the sender’s receipt of an
acknowledgement from the intended recipient (such as by the “return
receipt requested” function, as available, return e-mail or other written acknowledgement (it
being understood that an “auto-response” shall not constitute any such written acknowledgement)),
provided that if such e-mail notice or other web-based communication is not sent during the
normal business hours of the recipient, such notice or communication shall be deemed to have been
sent at the opening of business on the next business day for the recipient.




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	 	The Administrative Agent,

the Security Trustee,	 	 
	 

	 	the L/C Issuer and	 	 
	 

	 	the Swing Line Lender:
	 	For Notices of Borrowing, Notices of Conversion and Notices of
Interest Period Selection:
	 
	 	 	 	 
	 

	 	 	 	Wells Fargo Bank, National Association
	 

	 	 	 	MAC C7300-035
	 

	 	 	 	3rd Floor 

1700 Lincoln St.
	 

	 	 	 	Denver, Colorado 80203-4500
	 

	 	 	 	Attention: Gina Chicaferro
	 

	 	 	 	Tel. No. (303) 863-6613
	 

	 	 	 	Fax No. (303) 863-5533

E-mail: Gina.M.Chicaferro@wellsfargo.com
	 
	 	 	 	 
	 

	 	 	 	For all other notices:
	 
	 	 	 	 
	 

	 	 	 	Wells Fargo Bank, National Association
	 

	 	 	 	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

	 

	 	 	 	E-mail: James.Stehlik@wellsfargo.com
	 
	 	 	 	 
	 

	 	The Borrowers:
	 	American Commercial Lines LLC
	 

	 	 	 	1701 East Market Street
	 

	 	 	 	Jeffersonville, IN 47130
	 

	 	 	 	Attention: Kevin S. Boyle, Vice President & Treasurer
	 

	 	 	 	Tel. No. (812) 288-1943
	 

	 	 	 	Fax No. (812) 288-1722
	 
	 	 	 	 
	 

	 	With copy to:
	 	Baker & Daniels LLP
	 

	 	 	 	600 East 96th Street, Suite 600
	 

	 	 	 	Indianapolis, IN 46240
	 

	 	 	 	Attention: David A. Foster
	 

	 	 	 	Tel. No. (317) 569-4686
	 

	 	 	 	Fax No. (317) 569-4800





Each Notice of Borrowing, Notice of Conversion and Notice of Interest Period Selection shall be
given by the Borrowers to the Administrative Agent’s office located at the address referred to
above during the Administrative Agent’s normal business hours; provided, however,
that any such notice received by the Administrative Agent after 1:00 p.m. on any Business Day shall
be deemed received by the Administrative Agent on the next Business Day. In any case where this
Agreement authorizes notices, requests, demands or other communications by the Borrowers to the
Administrative Agent or any Lender to be made by telephone or facsimile, the


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Administrative Agent
or any Lender may conclusively presume that anyone purporting to be a person designated in any
incumbency certificate or other similar document received by the Administrative Agent or a Lender
is such a person.




          (b) The Borrowers agree that the Administrative Agent may make any material delivered by the
Borrowers to the Administrative Agent, as well as any amendments, waivers, consents, and other
written information, documents, instruments and other materials relating to the Borrowers or any
other Loan Party, or any other materials or matters relating to this Agreement, the other Credit
Documents or any of the transactions contemplated hereby (collectively, the
“Communications”) available to the Lenders by posting such notices on an electronic
delivery system (which may be provided by the Administrative Agent, an Affiliate of the
Administrative Agent, or any Person that is not an Affiliate of the Administrative Agent), such as
IntraLinks, or a substantially similar electronic system (the “Platform”). The Borrowers
acknowledge that (i) the distribution of material through an electronic medium is not necessarily
secure and that there are confidentiality and other risks associated with such distribution, (ii)
the Platform is provided “as is” and “as available” and (iii) neither the Administrative Agent nor
any of its Affiliates warrants the accuracy, completeness, timeliness, sufficiency, or sequencing
of the Communications posted on the Platform. The Administrative Agent and its Affiliates
expressly disclaim with respect to the Platform any liability for errors in transmission, incorrect
or incomplete downloading, delays in posting or delivery, or problems accessing the Communications
posted on the Platform and any liability for any losses, costs, expenses or liabilities that may be
suffered or incurred in connection with the Platform. No warranty of any kind, express, implied or
statutory, including, without limitation, any warranty of
merchantability, fitness for a particular purpose, non-infringement of third party rights or
freedom from viruses or other code defects, is made by the Administrative Agent or any of its
Affiliates in connection with the Platform. Each Lender agrees that notice to it (as provided in
the next sentence) (a “Notice”) specifying that any Communication has been posted to the
Platform shall for purposes of this Agreement constitute effective delivery to such Lender of such
information, documents or other materials comprising such Communication. Each Lender agrees (i) to
notify, on or before the date such Lender becomes a party to this Agreement, the Administrative
Agent in writing of such Lender’s e-mail address to which a Notice may be sent (and from time to
time thereafter to ensure that the Administrative Agent has on record an effective e-mail address
for such Lender) and (ii) that any Notice may be sent to such e-mail address.




     8.02. Expenses. The Borrowers shall pay on demand, whether or not any Credit Event
occurs hereunder, (a) all reasonable fees and expenses, including reasonable syndication expenses,
travel expenses, attorneys’, consultants’ and experts’ fees and expenses, incurred by the
Administrative Agent or the Security Trustee in connection with the syndication of the facilities
provided hereunder, the preparation, negotiation, execution and delivery of, and the exercise of
its duties under, this Agreement and the other Credit Documents, and the preparation, negotiation,
execution and delivery of amendments and waivers hereunder and thereunder, (b) all reasonable fees
and expenses of the Administrative Agent in connection with the use of any Platform and (c) all
fees and expenses, including attorneys’ fees and expenses, incurred by the Administrative Agent,
the Security Trustee and the Lenders in the enforcement or attempted enforcement of any of the
Obligations or in preserving any of the Administrative Agent’s, the Security Trustee’s or the
Lenders’ rights and remedies (including, without limitation, all such



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fees and expenses incurred in
connection with any “workout” or restructuring affecting the Credit Documents or the Obligations or
any bankruptcy or similar proceeding involving any Loan Party). The obligations of the Borrowers
under this Section 8.02 shall survive the payment and performance of the Obligations and
the termination of this Agreement.



     8.03. Indemnification. To the fullest extent permitted by law, and in addition to any
other indemnity set forth in the Credit Documents, the Borrowers agree to protect, indemnify,
defend and hold harmless the Administrative Agent, the Security Trustee, the L/C Issuer, the Swing
Line Lender, the Lenders and their Affiliates and their respective directors, officers, employees,
attorneys, agents, trustees and advisors (collectively, “Indemnitees”) from and against any
and all liabilities, obligations, losses, damages, penalties, judgments, costs, disbursements,
claims or expenses of any kind or nature and from any suits, claims or demands (including in
respect of or for reasonable attorneys’ fees and other expenses) arising on account of or in
connection with any matter or thing or action or failure to act by Indemnitees, or any of them,
arising out of or relating to (a) the Credit Documents or any transaction contemplated thereby or
related thereto, including the making of any Loans, the funding of any Unreimbursed Amounts and any
use by a Borrower of any proceeds of the Loans or the Letters of Credit, (b) any Environmental
Damages, (c) any claims for brokerage fees or commissions in connection with the Credit Documents
or any transaction contemplated thereby or in connection with a Borrower’s failure to conclude any
other financing, and to reimburse each Indemnitee on demand for all legal and other expenses
incurred in connection with investigating or defending any of the foregoing, (d) any Permitted
Acquisition or attempted acquisition, merger, consolidation or takeover (hostile or otherwise)
involving any Loan Party or (e) the use of any
Platform; provided, however, that nothing contained in this Section
8.03 shall obligate the Borrowers to protect, indemnify, defend or hold harmless any Indemnitee
against any such liabilities, obligations, losses, damages, penalties, judgments, costs,
disbursements, claims or expenses (“Losses”) to the extent determined by a final,
non-appealable judgment of a court of competent jurisdiction to have arisen from the gross
negligence or willful misconduct of such Indemnitee or any Losses arising from disputes among one
or more Indemnitees. Upon receiving knowledge of any suit, claim or demand asserted by a third
party that the Administrative Agent, the Security Trustee or any Lender believes is covered by this
indemnity, the Administrative Agent, the Security Trustee or such Lender shall give the Borrowers
notice of the matter and the Administrative Agent, the Security Trustee or such Lender may select
its own counsel or request that the Borrowers defend such suit, claim or demand, with legal counsel
satisfactory to the Administrative Agent, the Security Trustee or such Lender as the case may be,
at the Borrowers’ sole cost and expense; provided, however, that the Administrative
Agent, the Security Trustee or such Lender shall not be required to so notify the Borrowers and the
Administrative Agent or such Lender shall have the right to defend, at the Borrowers’ sole cost and
expense, any such matter that is in connection with a formal proceeding instituted by any
Governmental Authority having authority to regulate or oversee any aspect of the Administrative
Agent’s, the Security Trustee’s or such Lender’s business or that of its Affiliates. The
Administrative Agent, the Security Trustee or such Lender may also require the Borrowers to defend
the matter. Notwithstanding the foregoing provisions, the Indemnitees will be entitled to employ
counsel separate from counsel for the Borrowers and for any other party in such action if any such
Indemnitee reasonably determines that a conflict of interest or other reasonable basis exists which
makes representation by counsel chosen by the Borrowers not advisable, all at the Borrowers’
expense. In the event an Indemnitee (or any of its officers, directors or employees)



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appears as a
witness in any action or proceeding brought against the Borrowers in which an Indemnitee is not
named as a defendant, the Borrowers agree to reimburse such Indemnitee for all out-of-pocket
expenses incurred by it (including fees and expenses of counsel) in connection with its appearing
as a witness. Any failure or delay of the Administrative Agent, the Security Trustee or any Lender
to notify the Borrowers of any such suit, claim or demand shall not relieve the Borrowers of their
obligations under this Section 8.03. No Indemnitee referred to above shall be liable for
any damages arising from the use by unintended recipients of any information or other materials
distributed to such unintended recipients by such Indemnitee through telecommunications, electronic
or other information transmission systems in connection with this Agreement or the other Credit
Documents or the transactions contemplated hereby or thereby other than for direct or actual
damages resulting from the gross negligence of willful misconduct of such Indemnitee as determined
by a final and non-appealable judgment of a court of competent jurisdiction. The obligations of
the Borrowers under this Section 8.03 shall survive the payment and performance of the
Obligations and the termination of this Agreement.



     8.04. Waivers; Amendments. Any term, covenant, agreement or condition of this
Agreement or any other Credit Document may be amended or waived, and any consent under this
Agreement or any other Credit Document may be given, if such amendment, waiver or consent is in
writing and is signed by the Borrowers and the Required Lenders (or the Administrative Agent on
behalf of the Required Lenders with the written approval of the Required Lenders);
provided, however, that:



          (a) Any amendment, waiver or consent which would (i) amend the definition of “Required
Lenders”, or modify in any other manner the number or percentage of the Lenders required to make
any determinations or to waive any rights under, or to modify any provision of, this Agreement,
(ii) increase the Total Revolving Loan Commitment (other than pursuant to Section 2.01(b)),
(iii) extend the Maturity Date, (iv) reduce the principal of or interest on any Loan or L/C
Borrowing or any fees or other amounts payable for the account of the Lenders hereunder (provided
that it is understood that any additional add backs agreed to pursuant to clause (b)(vii) of the
definition of Adjusted EBITDA shall not be deemed to be a reduction of interest), (v) extend any
date fixed for any payment of the principal of or interest on any Loans or any fees or other
amounts payable for the account of the Lenders, (vi) amend this Section 8.04 or Section
2.10, or (vii) release any Borrower or Guarantor, must be in writing and signed or approved in
writing by all of the Lenders (or the Administrative Agent on behalf of all of the Lenders with the
written approval of all of the Lenders);




          (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 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 (ii) any amendment, waiver or consent
which modifies the terms of Section 5.02(c) (including any modification relating to the
prepayment of proceeds from any such sale or other disposition) 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);




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          (c) Any amendment, waiver or consent which increases or decreases the Revolving Proportionate
Share of any Lender must be in writing and signed by such Lender;




          (d) Any amendment, waiver or consent which affects the rights or duties of the Swing Line
Lender under this Agreement must be in writing and signed by the Swing Line Lender;




          (e) Any amendment, waiver or consent which affects the rights or duties of the L/C Issuer
under this Agreement or any Letter of Credit Application relating to any Letter of Credit issued or
to be issued by it must be in writing and signed by the L/C Issuer;




          (f) Any amendment, waiver or consent which affects the rights or obligations of the
Administrative Agent must be in writing and signed by the Administrative Agent;




          (g) Any amendment, waiver or consent which affects the rights or obligations of the Security
Trustee must be in writing and signed by the Security Trustee; and




          (h) Any additional add backs agreed to pursuant to clause (b)(vii) of the definition of
Adjusted EBITDA shall not require the consent of the Required Lenders except as specifically set
forth in such clause (b)(vii) and such clause may not be amended or modified without the prior
written consent of the Administrative Agent.



No failure or delay by the Administrative Agent, the Security Trustee or any Lender in exercising
any right under this Agreement or any other Credit Document shall operate as a
waiver thereof or of any other right hereunder or thereunder nor shall any single or partial
exercise of any such right preclude any other further exercise thereof or of any other right
hereunder or thereunder. Unless otherwise specified in such waiver or consent, a waiver or consent
given hereunder shall be effective only in the specific instance and for the specific purpose for
which given. The Lenders may condition the giving or making of any amendment, waiver or consent of
any term, covenant, agreement or condition of this Agreement or any other Credit Document on
payment of a fee by the Borrowers.



In connection with any such proposed amendment, modification, waiver or termination requiring the
consent of all Lenders (such proposed amendment, modification, waiver or termination, a
“Proposed Change”), if the consent of the Required Lenders is obtained, but the consent of
other Lenders whose consent is required is not obtained (any such Lender whose consent is not
obtained as described in this Section 8.04 being referred to as a “Non-Consenting
Lender”), then, so long as the Lender that is acting as the Administrative Agent is not a
Non-Consenting Lender and provided no Event of Default has occurred and is continuing, at the
Borrowers request, the Lender that is acting as the Administrative Agent or an Eligible Assignee
that is acceptable to the Administrative Agent shall have the right with the Administrative Agent’s
consent and in the Administrative Agent’s sole discretion (but shall have no obligation) to
purchase from such Non-Consenting Lender, and such Non-Consenting Lender agrees that it shall, upon
the Administrative Agent’s request, sell and assign to the Lender that is acting as the
Administrative Agent or such Eligible Assignee, all of its rights and obligations under this
Agreement and the other Credit Documents (including for purposes of this paragraph, the Revolving
Loan Commitments, the Revolving Loans, L/C Advances, and participations in Swing Line Loans) for


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 an amount equal to the principal balance of all Revolving Loans, L/C Advances and aggregate amounts
funded under Section 2.03(c)(ii) in respect of Swing Line Loans, by the Non-Consenting
Lender and all accrued interest and fees with respect thereto through the date of sale (or such
other amounts as may be agreed upon by the Non-Consenting Lender and the assignee). In such event,
such Non-Consenting Lender agrees to execute an Assignment Agreement to reflect such purchase and
sale, but regardless of whether such Assignment Agreement is executed, such Non-Consenting Lender’s
rights hereunder, except rights under Section 8.03 with respect to actions prior to such
date, shall cease from and after the date of tender by the purchaser of the amount of the purchase
price.




     8.05. Successors and Assigns.



          (a) Binding Effect. This Agreement and the other Credit Documents shall be binding
upon and inure to the benefit of the Borrowers, the Lenders, the Administrative Agent, the Security
Trustee, all future holders of the Notes and their respective successors and permitted assigns,
except that no Loan Party may assign or transfer any of its rights or obligations under any Credit
Document without the prior written consent of the Administrative Agent, the Security Trustee and
each Lender. Any purported assignment or transfer by a Loan Party in violation of the foregoing
shall be null and void.




          (b) Participations. Any Lender may, without notice to or consent of the Borrowers, at
any time sell to one or more banks or other financial institutions (“Participants”)
participating interests in all or a portion of any Loan owing to such Lender, any Note held by such
Lender, any Commitment of such Lender or any other interest of such Lender under this
Agreement and the other Credit Documents (including for purposes of this subsection (b),
participations in L/C Obligations and in Swing Line Loans). In the event of any such sale by a
Lender of participating interests, such Lender’s obligations under this Agreement shall remain
unchanged, such Lender shall remain solely responsible for the performance thereof, such Lender
shall remain the holder of its Notes for all purposes under this Agreement and the Borrowers and
the Administrative Agent shall continue to deal solely and directly with such Lender in connection
with such Lender’s rights and obligations under this Agreement. Any agreement pursuant to which
any such sale is effected may require the selling Lender to obtain the consent of the Participant
in order for such Lender to agree in writing to any amendment, waiver or consent of a type
specified in clause (i), (ii), (iii), (iv), (v) or (vii) of Section 8.04(a) or Section
8.04(b) but may not otherwise require the selling Lender to obtain the consent of such
Participant to any other amendment, waiver or consent hereunder. The Borrowers agree that if
amounts outstanding under this Agreement and the other Credit Documents are not paid when due
(whether upon acceleration or otherwise), each Participant shall, to the fullest extent permitted
by law, be deemed to have the right of setoff in respect of its participating interest in amounts
owing under this Agreement and any other Credit Documents to the same extent as if the amount of
its participating interest were owing directly to it as a Lender under this Agreement or any other
Credit Documents; provided, however, that (i) no Participant shall exercise any
rights under this sentence without the consent of the Administrative Agent, (ii) no Participant
shall have any rights under this sentence which are greater than those of the selling Lender and
(iii) such rights of setoff shall be subject to the obligation of such Participant to share the
payment so obtained with all of the Lenders as provided in Section 2.10(b). The Borrowers
also agree that any Lender which has transferred any participating interest in its Commitment or

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Loans shall, notwithstanding any such transfer, be entitled to the full benefits accorded such
Lender under Sections 2.11, 2.12 and 2.13, as if such Lender had not made
such transfer.




          (c) Assignments. Any Lender may, at any time, sell and assign to any Lender or any
Eligible Assignee (individually, an “Assignee Lender”) all or a portion of its rights and
obligations under this Agreement and the other Credit Documents (including for purposes of this
subsection (c), participations in L/C Obligations and in Swing Line Loans) (such a sale and
assignment to be referred to herein as an “Assignment”) pursuant to an assignment agreement
in substantially the form of Exhibit I (an “Assignment Agreement”) (which
Assignment Agreement shall include an acknowledgment by the Assignee party thereto that it has
received a copy of and is subject to the terms of the NRG Intercreditor Agreement), executed by
each Assignee Lender and such assignor Lender (an “Assignor Lender”) and delivered to the
Administrative Agent for its acceptance and recording in the Register; provided,
however, that:




               (i) Without the written consent of the Administrative Agent and, if no Event of Default has
occurred and is continuing, the Borrowers (which consent of the Administrative Agent and the
Borrowers shall not be unreasonably withheld or delayed), no Lender may make any Assignment to any
Assignee Lender which is not, immediately prior to such Assignment, a Lender hereunder or an
Affiliate thereof or Approved Fund as to such Lender;



               (ii) Without the written consent of (1) the Administrative Agent, (2) if such Assignment would
result in the Assignee Lender becoming a Lender, the L/C Issuer and the Swing Line Lender, and (3)
if no Event of Default has occurred and is continuing, the Borrowers
(which consents shall not be unreasonably withheld or delayed), no Lender may make any
Assignment to any Assignee Lender (I) that is less than Five Million Dollars ($5,000,000) in the
aggregate or (II) if, after giving effect to such Assignment, the Commitment or Loans of such
Lender or such Assignee Lender would be less than Five Million Dollars ($5,000,000) (except that,
in each case, a Lender may make an Assignment which reduces its Commitment or Loans to zero without
the written consent of the Borrowers and the Administrative Agent except to the extent such written
consent is required by clause (i) above and clause (iii) below); and



               (iii) Without the written consent of the Administrative Agent and, if no Default or Event of
Default has occurred and is continuing, the Borrower (which consent of the Administrative Agent and
the Borrower shall not be unreasonably withheld or delayed), no Lender may make any Assignment
which does not assign and delegate an equal pro rata interest in such Lender’s Revolving Loans,
Revolving Loan Commitment and all other rights, duties and obligations of such Lender under this
Agreement and the other Credit Documents.


Upon such execution, delivery, acceptance and recording of each Assignment Agreement, from and
after the Assignment Effective Date determined pursuant to such Assignment Agreement, (A) each
Assignee Lender thereunder shall be a Lender hereunder with a Revolving Loan Commitment and Loans
as set forth on Attachment 1 to such Assignment Agreement and shall have the rights, duties and
obligations of such a Lender under this Agreement and the other Credit Documents, and (B) the
Assignor Lender thereunder shall be a Lender with a Revolving Loan Commitment and Loans as set
forth on Attachment 1 to such Assignment Agreement or, if the Revolving Loan Commitment and Loans
of the Assignor Lender have been reduced to $0,


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the Assignor Lender shall cease to be a Lender and
to have any obligation to make any Loan; provided, however, that any such Assignor
Lender which ceases to be a Lender shall continue to be entitled to the benefits of any provision
of this Agreement which by its terms survives the termination of this Agreement. Each Assignment
Agreement shall be deemed to amend Schedule I to the extent, and only to the extent,
necessary to reflect the addition of each Assignee Lender, the deletion of each Assignor Lender
which reduces its Revolving Loan Commitment and Loans to $0 and the resulting adjustment of
Revolving Loan Commitment and Loans arising from the purchase by each Assignee Lender of all or a
portion of the rights and obligations of an Assignor Lender under this Agreement and the other
Credit Documents. On or prior to the Assignment Effective Date determined pursuant to each
Assignment Agreement, the Borrowers, at their own expense, shall execute and deliver to the
Administrative Agent, in exchange for the surrendered Revolving Loan Note of the Assignor Lender
thereunder, a new Revolving Loan Note to each Assignee Lender thereunder that requests such a note
(with each new Revolving Loan Note to be in an amount equal to the Revolving Loan Commitment
assumed by such Assignee Lender) and, if the Assignor Lender is continuing as a Lender hereunder, a
new Revolving Loan Note to the Assignor Lender if so requested by such Assignor Lender (with the
new Revolving Loan Note to be in an amount equal to the Revolving Loan Commitment retained by it).
Each such new Revolving Loan Note shall be dated the Closing Date, and each such new Note shall
otherwise be in the form of the Note replaced thereby. The Notes surrendered by the Assignor
Lender shall be returned by the Administrative Agent to the Borrowers marked “Replaced”. Each
Assignee Lender which was not previously a Lender hereunder and which is not incorporated under the
laws of the United States of America or a state thereof shall, within three (3) Business Days of
becoming a Lender, deliver to the Borrowers and the Administrative Agent two duly completed copies
of United States Internal Revenue Service Form W-8BEN or
W-8ECI (or successor applicable form), as the case may be, certifying in each case that such Lender
is entitled to receive payments under this Agreement without deduction or withholding of any United
States federal income taxes, but only if and to the extent such Lender is legally entitled to do so
and if such Lender is unable to, such Lender (other than an assignee pursuant to a request by the
Borrowers under Section 2.15) shall not be entitled to indemnification for Taxes under
Section 2.12 greater than that to which its assignor was entitled immediately preceding
such Assignment.



Notwithstanding anything to the contrary contained herein, if at any time Wells Fargo assigns all
of its Revolving Loan Commitment and Loans pursuant to subsection (c) above, Wells Fargo may, (i)
upon 30 days’ notice to the Borrowers and the Lenders, resign as L/C Issuer and/or (ii) upon five
Business Days’ notice to the Borrowers, terminate the Swing Line. In the event of any such
resignation as L/C Issuer or termination of the Swing Line, the Borrowers shall be entitled to
appoint from among the Lenders a successor L/C Issuer or Swing Line Lender hereunder;
provided, however, that no failure by the Borrowers to appoint any such successor
shall affect the resignation of Wells Fargo as L/C Issuer or the termination of the Swing Line, as
the case may be. Wells Fargo shall retain all the rights and obligations of the L/C Issuer
hereunder with respect to all Letters of Credit outstanding as of the effective date of its
resignation as L/C Issuer and all L/C Obligations with respect thereto (including the right to
require the Lenders to make Base Rate Loans or fund participations in Unreimbursed Amounts pursuant
to Section 2.02(c)). If Wells Fargo terminates the Swing Line, it shall retain all the
rights of the Swing Line Lender provided for hereunder with respect to Swing Line Loans made by it
and outstanding as of the effective date of such termination, including the right to require


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 the
Lenders to make Base Rate Loans or fund participations in outstanding Swing Line Loans pursuant to
Section 2.03(c).



It is intended that no Lender (other than the Lender serving as the Administrative Agent) have a
Revolving Loan Commitment (or if the Revolving Loan Commitments have been terminated, principal
amount of the Obligations) (collectively, a “Revolving Loan Hold Level”) that is equal to
or greater than the Revolving Loan Hold Level of the Lender serving as the Administrative Agent.
If at any time any Lender (other than the Lender serving as the Administrative Agent) shall have a
Revolving Loan Hold Level that is equal to or greater than the Revolving Loan Hold Level of the
Lender serving as the Administrative Agent (as such Revolving Loan Hold Level of the Lender serving
as the Administrative Agent was in effect on the Closing Date or if increased, as in effect from
time to time), such Lender shall notify the Borrowers and the Administrative Agent in writing of
such circumstance. The Borrowers shall have the right to request that such Lender use commercially
reasonable efforts to assign that portion of its Revolving Loan Hold Level and related interests
which is equal to or exceeds the Administrative Agent’s Revolving Loan Hold Level (as in effect on
the Closing date, or if increased, as in effect at such time), as contemplated in this Section
8.05(c) (with the registration and processing fee related to any assignment requested under
this paragraph to be paid or waived by the Administrative Agent and the reasonable costs related to
the preparation of each Assignment Agreement by the Administrative Agent’s legal counsel for any
assignment requested under this paragraph to be paid by the Administrative Agent) to Eligible
Assignees, so as to cause such Lender’s Revolving Loan Hold Level to be less than the Revolving
Loan Hold Level of the Lender serving as the Administrative Agent (as such Revolving Loan Hold
Level of the Lender serving as the Administrative Agent was in effect on the Closing Date or if
increased, as in effect at such time).



Notwithstanding anything set forth in this Section 8.5(c) to the contrary, in no event
shall any Lender be required to assign its Revolving Loan Hold Level and related interests if such
Lender would incur a loss as a result of such assignment.




          (d) Register. The Administrative Agent shall maintain at its address referred to in
Section 8.01 a copy of each Assignment Agreement delivered to it and a register (the
“Register”) for the recordation of the names and addresses of the Lenders and the Revolving
Loan Commitment or Loans of each Lender from time to time. The entries in the Register shall be
conclusive in the absence of manifest error, and the Borrowers, the Administrative Agent and the
Lenders may treat each Person whose name is recorded in the Register as the owner of the Loans
recorded therein for all purposes of this Agreement. The Register shall be available for
inspection by the Borrowers or any Lender at any reasonable time and from time to time upon
reasonable prior notice.




          (e) Registration. Upon its receipt of an Assignment Agreement executed by an Assignor
Lender and an Assignee Lender (and, to the extent required by Section 8.05(c), by the
Borrowers and the Administrative Agent) together with payment to the Administrative Agent by
Assignor Lender of a registration and processing fee of $3,500, the Administrative Agent shall (i)
promptly accept such Assignment Agreement and (ii) on the Assignment Effective Date determined
pursuant thereto record the information contained therein in the Register and give notice of such
acceptance and recordation to the Lenders and the Borrowers. The Administrative Agent may, from
time to time at its election, prepare and deliver to the Lenders and the

-108-









 








Borrowers a revised
Schedule I reflecting the names, addresses and Revolving Loan Commitment or Loans of all
Lenders then parties hereto (and in any event Schedule I shall be deemed amended to reflect any
assignment consummated pursuant to the terms of this Agreement or upon any Lender becoming a party
to this Agreement by any other means (including pursuant to a joinder as contemplated by
Section 2.01(b).




          (f) Confidentiality. Subject to Section 8.10, the Administrative Agent, the
Security Trustee and the Lenders may disclose the Credit Documents and any financial or other
information relating to the Loan Parties to each other or to any potential Participant or Assignee
Lender.




          (g) Pledges to Federal Reserve Banks; Other Pledges of Notes. Notwithstanding any
other provision of this Agreement, any Lender may at any time assign all or a portion of its rights
under this Agreement and the other Credit Documents to a Federal Reserve Bank. No such assignment
shall relieve the assigning Lender from its obligations under this Agreement and the other Credit
Documents. In the case of any Lender that is a Fund, such Lender may (i) assign or pledge all or
any portion of the Loans held by it (and Notes evidencing such Loans) to the trustee under any
indenture to which such Lender is a party in support of its obligations to the trustee for the
benefit of the applicable trust beneficiaries, or (ii) pledge all or any portion of the Loans held
by it (and Notes evidencing such Loans) to its lenders for collateral security purpose; provided,
however, no such pledgee under clause (i) or (ii) shall become a Lender hereunder (by foreclosure,
transfer in lieu of foreclosure or otherwise) unless and until it complies with the assignment
provisions of this Agreement to become a Lender hereunder and has received all consents required
hereunder.




          (h) Assignments by Wells Fargo. Notwithstanding any provision in this Section
8.05 to the contrary, no Assignment by Wells Fargo shall be subject to the requirements set
forth in clauses (i), (ii) and (iii) of the proviso of Section 8.05(c) until the
syndication of the Revolving Loan Commitments and the Loans has been completed in accordance with
the terms and subject to the limitations in the Administrative Agent’s Fee Letter, and no
registration or processing fee shall be payable in connection with any such Assignment by Wells
Fargo.




          (i) True Sale. All participations in the Obligations or any portion thereof, whether
pursuant to provisions hereof or otherwise, are intended to be “true sales” for purposes of
financial reporting in accordance with Statement of Financial Accounting Standards No. 140.
Accordingly, the L/C Issuer or any Lender that sells or is deemed to have sold a participation in
the Obligations (including any participations in Letters of Credit and/or Loans, any participations
described in clause (b) above and any participations under Section 2.10(b)) (each a
“Participation Seller”) hereby agrees that if such Participation Seller receives any
payment in respect of the Obligations to which such participation relates through the exercise of
setoff by such Participation Seller against the Borrowers or any other obligor, then such
Participation Seller agrees to promptly pay to the participating party in such participation such
participant’s pro rata share of such setoff (after giving effect to any sharing with the Lenders
under Section 2.10(b) hereof).




-109-









 








     8.06. Setoff; Security Interest.



          (a) Setoffs By Lenders. In addition to any rights and remedies of the Lenders
provided by law, each Lender shall have the right, with the prior consent of the Administrative
Agent but without prior notice to or consent of the Borrowers, any such notice and consent being
expressly waived by the Borrowers to the extent permitted by applicable law, upon the occurrence
and during the continuance of an Event of Default, to set-off and apply against the Obligations any
amount owing from such Lender to the Borrowers. The aforesaid right of set-off may be exercised by
such Lender against the Borrowers or against any trustee in bankruptcy, debtor in possession,
assignee for the benefit of creditors, receiver or execution, judgment or attachment creditor of
the Borrowers or against anyone else claiming through or against the Borrowers or such trustee in
bankruptcy, debtor in possession, assignee for the benefit of creditors, receiver, or execution,
judgment or attachment creditor, notwithstanding the fact that such right of set-off may not have
been exercised by such Lender at any prior time. Each Lender agrees promptly to notify the
Borrowers after any such set-off and application made by such Lender; provided, that the
failure to give such notice shall not affect the validity of such set-off and application.




          (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.
Each Lender shall have all of the rights of a secured party with respect to such security interest.




     8.07. No Third Party Rights. Nothing expressed in or to be implied from this
Agreement is intended to give, or shall be construed to give, any Person, other than the parties
hereto and their permitted successors and assigns hereunder, any benefit or legal or equitable
right, remedy or claim under or by virtue of this Agreement or under or by virtue of any provision
herein.



     8.08. Partial Invalidity. If at any time any provision of this Agreement is or
becomes illegal, invalid or unenforceable in any respect under the law or any jurisdiction, neither
the legality, validity or enforceability of the remaining provisions of this Agreement nor the
legality, validity or enforceability of such provision under the law of any other jurisdiction
shall in any way be affected or impaired thereby.



     8.09. Jury Trial. EACH OF THE BORROWERS, THE LENDERS, THE ADMINISTRATIVE AGENT AND
THE SECURITY TRUSTEE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY IRREVOCABLY WAIVES
ALL RIGHT TO TRIAL BY JURY AS TO ANY ISSUE RELATING HERETO IN ANY ACTION, PROCEEDING, OR
COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER CREDIT DOCUMENT.



     8.10. Confidentiality. Neither any Lender nor the Administrative Agent nor the
Security Trustee shall disclose to any Person any Confidential Information, except that any Lender,
the Security Trustee or the Administrative Agent may disclose any such information (a) to its own
directors, officers, employees, auditors, counsel and other advisors and to its



-110-









 







Affiliates; (b) to
any other Lender, the Trade Bank, the Security Trustee or the Administrative Agent; (c) which is
otherwise known or available to the public or which is otherwise known to the receiving party prior
to the time such Confidential Information was delivered to any Lender, the Security Trustee or the
Administrative Agent; (d) if required or appropriate in any report, statement or testimony
submitted to any Governmental Authority having or claiming to have jurisdiction over such Lender,
the Security Trustee or the Administrative Agent; (e) if required in response to any summons or
subpoena; (f) in connection with any enforcement by the Lenders, the Security Trustee and the
Administrative Agent of their rights under this Agreement or the other Credit Documents or any
litigation among the parties relating to the Credit Documents or the transactions contemplated
thereby; (g) to comply with any Requirement of Law applicable to such Lender, the Security Trustee
or the Administrative Agent; (h) to any Assignee Lender or Participant or any prospective Assignee
Lender or Participant; provided that such Assignee Lender or Participant or prospective
Assignee Lender or Participant agrees to be bound by the provisions of (or provisions substantially
similar to) this Section 8.10; or (i) otherwise with the prior consent of such Loan Party;
provided, however, that any disclosure made in violation of this Agreement shall
not affect the obligations of the Loan Parties under this Agreement and the other Credit Documents.
Nothing in this Section 8.10 shall limit the use of any Platform as described in
Section 8.01(b).



     8.11. Counterparts. This Agreement 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 of an executed
counterpart of this Agreement shall be deemed to constitute due and sufficient delivery of such
counterpart.



     8.12. Consent to Jurisdiction. Each of the parties to this Agreement irrevocably
submits to the non-exclusive jurisdiction of the courts of the State of New York and the courts of
the United States of America located in New York, New York and agrees that any legal action, suit
or proceeding arising out of or relating to this Agreement or any of the other Credit Documents may
be brought against such party in any such courts. In addition, the Borrower irrevocably submits to
the non-exclusive jurisdiction of the courts of any State (each a “Real Property State”)
where any real property described in any Real Property Security Agreement is located and the courts
of the United States of America located in any such Real Property State and agrees that any legal
action, suit or proceeding arising out of or relating to any Real Property Security Agreement
related to real property located in a Real Property State may be brought against such party in any
such courts in such Real Property State. Final judgment against any party in any such action, suit
or proceeding shall be conclusive and may be enforced in any other jurisdiction by suit on the
judgment, a certified or exemplified copy of which shall be conclusive evidence of the judgment, or
in any other manner provided by law. Nothing in this Section 8.12 shall affect the right
of any party to commence legal proceedings or otherwise sue any other party in any other
appropriate jurisdiction, or concurrently in more than one jurisdiction, or to serve process,
pleadings and other papers upon any other party in any manner authorized by the laws of any such
jurisdiction. The Borrowers agree that process served either personally or by registered mail
shall, to the extent permitted by law, constitutes adequate service of process in any such suit.
Each of the parties to this Agreement irrevocably waives to the fullest extent permitted by
applicable law (a) any objection which it may have now or in the future to the laying of the venue
of any such action, suit or proceeding in any court referred to in the first



-111-









 







sentence above; (b)
any claim that any such action, suit or proceeding has been brought in an inconvenient forum; (c)
its right of removal of any matter commenced by any other party in the courts of the State of New
York or any Real Property State to any court of the United States of America; (d) any immunity
which it or its assets may have in respect of its obligations under this Agreement or any other
Credit Document from any suit, execution, attachment (whether provisional or final, in aid of
execution, before judgment or otherwise) or other legal process; and (e) any right it may have to
require the moving party in any suit, action or proceeding brought in any of the courts referred to
above arising out of or in connection with this Agreement or any other Credit Document to post
security for the costs of any party or to post a bond or to take similar action.



     8.13. Relationship of Parties. The relationship between the Borrowers, on the one
hand, and the Lenders, the Security Trustee and the Administrative Agent, on the other, is, and at
all times shall remain, solely that of borrowers and lenders. None of the Lenders, the Security
Trustee or the Administrative Agent shall under any circumstances be construed to be partners or
joint venturers of the Borrowers or any of their Affiliates; nor shall the Lenders nor the
Administrative Agent nor the Security Trustee under any circumstances be deemed to be in a
relationship of confidence or trust or a fiduciary relationship with the Borrowers or any of their
Affiliates, or to owe any fiduciary duty to the Borrowers or any of their Affiliates. The Lenders,
the Security Trustee and the Administrative Agent do not undertake or assume any responsibility or
duty to the Borrowers or any of their Affiliates to select, review, inspect, supervise, pass
judgment upon or otherwise inform the Borrowers or any of their Affiliates of any matter in
connection with its or their property, any security held by the Administrative Agent, the Security
Trustee or any Lender or the operations of the Borrowers or any of their Affiliates. The Borrowers
and each of their Affiliates shall rely entirely on their own judgment with respect to
such matters, and any review, inspection, supervision, exercise of judgment or supply of
information undertaken or assumed by any Lender, the Security Trustee or the Administrative Agent
in connection with such matters is solely for the protection of the Lenders, the Security Trustee
and the Administrative Agent and neither the Borrowers nor any of their Affiliates is entitled to
rely thereon.



     8.14. Time. Time is of the essence as to each term or provision of this Agreement and
each of the other Credit Documents.



     8.15. Waiver of Punitive Damages. Notwithstanding anything to the contrary contained
in this Agreement, each Borrower hereby agrees that it shall not seek from the Lenders, the
Security Trustee or the Administrative Agent punitive damages under any theory of liability.



     8.16. USA PATRIOT Act. Each Lender hereby notifies the Borrowers that pursuant to the
requirements of the Patriot Act, it is required to obtain, verify and record information that
identifies the Borrowers, which information includes the name and address of the Borrowers and
other information that will allow such Lender to identify the Borrowers in accordance with the
Patriot Act.



     8.17. Clarification. Notwithstanding anything to the contrary, the parties hereto
understand and agree that Wells Fargo is acting in various capacities under this Agreement and the
other Credit Documents and therefore shall be permitted to fulfill its roles and manage its



-112-









 







various
duties hereunder in such manner as Wells Fargo sees fit and, for the avoidance of doubt, in lieu of
sending notices to itself when acting in different capacities Wells Fargo may keep internal records
regarding all such communications, notices and actions related to this Agreement and the other
Credit Documents in accordance with its past practice.



     8.18. Waivers and Agreements of Borrowers. While not intended by the parties hereto,
if it is determined that any Borrower is a surety of any other Borrower:



          (a) Without limiting the provisions of Section 1.13, the covenants, agreements and obligations
of each Borrower set forth herein are joint and several and shall be primary obligations of such
Borrower, and such obligations shall be absolute, unconditional and irrevocable, and shall remain
in full force and effect without regard to, and shall not be released, discharged or in any way
affected by, any circumstance or condition whatsoever, foreseeable or unforeseeable.




          (b) Each Borrower hereby waives (i) any right of redemption with respect to the Collateral
after the sale hereunder, and all rights, if any, of marshalling of the Collateral or other
collateral or security for the Obligations and (ii) any right (except as shall be required by
applicable statute and cannot be waived) to require the Administrative Agent, the Security Trustee
or any Lender to (A) proceed against any other Borrower or any other Person, (B) proceed against or
exhaust any other collateral or security for any of the Obligations or (C) pursue any remedy in the
Administrative Agent’s, the Security Trustee’s or any Lender’s power whatsoever. Each Borrower
hereby waives any defense based on or arising out of any defense of any other Borrower or any other
Person other than payment in full of the Obligations, including,
without limitation, any defense based on or arising out of the disability of any other
Borrower or any other Person, or the enforceability of the Obligations or any part thereof from any
cause, or the cessation from any cause of the liability of any other Borrower other than payment in
full of the Obligations. The Administrative Agent and the Security Trustee may, at its respective
election, foreclose on any security held by the Administrative Agent or the Security Trustee by one
or more judicial or non-judicial sales, whether or not every aspect of any such sale is
commercially reasonable (to the extent such sale is permitted by applicable law), or exercise any
other right or remedy the Administrative Agent or the Security Trustee may have against any other
Borrower or any other Person, or any security, without affecting or impairing in any way the
liability of any Borrower hereunder except to the extent the Obligations have been paid in full.
Each Borrower waives all rights and defenses arising out of an election of remedies by the
Administrative Agent or the Security Trustee, even though that election of remedies, such as
nonjudicial foreclosure with respect to security for a guaranteed obligation, has destroyed such
Borrower’s rights of subrogation and reimbursement against the other Borrower.




[The first signature page follows.]




-113-









 





     IN WITNESS WHEREOF, the Borrowers, the Lenders, the Administrative Agent, the Security
Trustee, the L/C Issuer and the Swing Line Lender have caused this Agreement to be executed as of
the day and year first above written.



	 	 	 	 	 	 	 
	 	 	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:	 	 	 	 
	 

	 	 	 	 	 	 





 









 






	 	 	 	 	 	 	 
	 	 	ADMINISTRATIVE AGENT, SECURITY TRUSTEE, L/C ISSUER
AND SWING LINE LENDER:	 	 
	 
	 	 	 	 	 	 
	 	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, as
Administrative Agent, Security Trustee, L/C Issuer
and Swing Line Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	THE LENDERS:
	 
	 	 	 	 	 	 
	 	 	WELLS FARGO BANK, NATIONAL ASSOCIATION
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 





 









 






	 	 	 	 	 	 	 
	 	 	BANK OF AMERICA, N.A.
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 





 









 






	 	 	 	 	 	 	 
	 	 	BRANCH BANKING AND TRUST COMPANY
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 





 









 






	 	 	 	 	 	 	 
	 	 	FIFTH THIRD BANK
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 





 









 






	 	 	 	 	 	 	 
	 	 	FORTIS CAPITAL CORP.
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 





 









 






	 	 	 	 	 	 	 
	 	 	JPMORGAN CHASE BANK, N.A.
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 





 









 






	 	 	 	 	 	 	 
	 	 	LASALLE BANK NATIONAL ASSOCIATION
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 





 









 






	 	 	 	 	 	 	 
	 	 	NATIONAL CITY BANK
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 





 









 






	 	 	 	 	 	 	 
	 	 	PNC BANK, NATIONAL ASSOCIATION
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 





 









 






	 	 	 	 	 	 	 
	 	 	SUNTRUST BANK
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 





 









 






	 	 	 	 	 	 	 
	 	 	U.S. BANK NATIONAL ASSOCIATION
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 





 









 






	 	 	 	 	 	 	 
	 	 	WACHOVIA BANK, N.A.
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 





 









 





SCHEDULE I




THE LENDERS




Part A




	 	 	 	 	 	 	 	 	 
	 	 	Revolving Loan	 	Revolving
	Name of Lender	 	Commitment	 	Proportionate Share
	Bank of America, N.A.
	 	$	40,000,000	 	 	 	10.00000000	%
	Branch Banking and Trust
Company
	 	$	35,000,000	 	 	 	8.75000000	%
	Fifth Third Bank
	 	$	25,000,000	 	 	 	6.25000000	%
	Fortis Capital Corp.
	 	$	40,000,000	 	 	 	10.00000000	%
	JPMorgan Chase Bank, N.A.
	 	$	40,000,000	 	 	 	10.00000000	%
	LaSalle Bank National
Association
	 	$	40,000,000	 	 	 	10.00000000	%
	National City Bank
	 	$	30,000,000	 	 	 	7.50000000	%
	PNC Bank, National Association
	 	$	20,000,000	 	 	 	5.00000000	%
	SunTrust Bank
	 	$	20,000,000	 	 	 	5.00000000	%
	U.S. Bank National Association
	 	$	25,000,000	 	 	 	6.25000000	%
	Wachovia Bank, N.A.
	 	$	35,000,000	 	 	 	8.75000000	%
	Wells Fargo Bank, National
Association
	 	$	50,000,000	 	 	 	12.50000000	%
	Total
	 	$	400,000,000	 	 	 	100.00	%








1









 








Part B




BANK OF AMERICA, N.A.

as a Lender




Notices:

Bank of America, N.A.

231 S. LaSalle Street

Chicago, Illinois 60697

Attn: Adam Goettsche, SVP

Telephone: (312) 828-5470

Facsimile:  (312) 974-2109




Domestic and Euro-Dollar Lending Office:

Bank of America, N.A.

231 S. LaSalle Street

Chicago, Illinois 60697

Attn: Adam Goettsche, SVP

Telephone: (312) 828-5470

Facsimile:  (312) 974-2109




BRANCH BANKING AND TRUST COMPANY

as a Lender




Notices:

Branch Banking and Trust Company

2600 Eastpoint Parkway, Suite 103

Louisville, Kentucky 40223

Attn: Johnny L. Perry

Telephone: (502) 614-4250

Facsimile:  (502) 614-4259




Domestic and Euro-Dollar Lending Office:

Branch Banking and Trust Company

2600 Eastpoint Parkway, Suite 103

Louisville, Kentucky 40223

Attn: Johnny L. Perry

Telephone: (502) 614-4250

Facsimile:  (502) 614-4259




2









 





FIFTH THIRD BANK

as a Lender




Notices:

Fifth Third Bank

251 N Illinois, Suite 1000

Indianapolis, Indiana 46204

Attention: David W. O’Neal

Telephone: (317) 383-2288

Facsimile:  (317) 383-2320




Domestic and Euro-Dollar Lending Office:

Fifth Third Bank

251 N Illinois, Suite 1000

Indianapolis, Indiana 46204

Attention: David W. O’Neal

Telephone: (317) 383-2288

Facsimile:  (317) 383-2320




FORTIS CAPITAL CORP.

as a Lender




Notices:

Fortis Capital Corp.

520 Madison Avenue, 3rd Floor

New York, New York 10022

Attn: Tobias Backer

Telephone: (212) 340-5372

Facsimile:  (212) 340-5370




Domestic and Euro-Dollar Lending Office:

Fortis Capital Corp.

520 Madison Avenue, 3rd Floor

New York, New York 10022

Attn: Tobias Backer

Telephone: (212) 340-5372

Facsimile:  (212) 340-5370




3









 





JPMORGAN CHASE BANK, N.A.

as a Lender




Notices:




JPMorgan Chase Bank, N.A.

416 W. Jefferson Street

Louisville, Kentucky 40202

Attention: Joe Brenner

Telephone: (502) 566-2789

Facsimile:  (502) 566-8339




Domestic and Euro-Dollar Lending Office:

JPMorgan Chase Bank, N.A.

416 W. Jefferson Street

Louisville, Kentucky 40202

Attention: Joe Brenner

Telephone: (502) 566-2789

Facsimile:  (502) 566-8339




LASALLE BANK NATIONAL ASSOCIATION

as a Lender




Notices:

LaSalle Bank National Association

30 South Meridian Street, Suite 800

Indianapolis, Indiana 46204

Attention: Andrew Crask

Telephone: (317) 916-2227

Facsimile:  (317) 756-7021




Domestic and Euro-Dollar Lending Office:

LaSalle Bank National Association

30 South Meridian Street, Suite 800

Indianapolis, Indiana 46204

Attention: Andrew Crask

Telephone: (317) 916-2227

Facsimile:  (317) 756-7021




4









 





NATIONAL CITY BANK

as a Lender




Notices:

National City Bank

101 W. Washington Street, Suite 200E

Indianapolis, Indiana 46255

Attn: Tracy Venable

Telephone: (317) 267-7066

Facsimile:  (317) 267-6249




Domestic and Euro-Dollar Lending Office:

National City Bank

101 W. Washington Street, Suite 200E

Indianapolis, Indiana 46255

Attn: Tracy Venable

Telephone: (317) 267-7066

Facsimile:  (317) 267-6249




PNC BANK, NATIONAL ASSOCIATION

as a Lender




Notices:

PNC Bank, National Association

500 West Jefferson Street

Louisville, Kentucky 40202

Attn: Chester A. Misbach, Jr.

Telephone: (502) 581-3247

Facsimile:  (502) 581-3355




Domestic and Euro-Dollar Lending Office:

PNC Bank, National Association

500 West Jefferson Street

Louisville, Kentucky 40202

Attn: Chester A. Misbach, Jr.

Telephone: (502) 581-3247

Facsimile:  (502) 581-3355




5









 





SUNTRUST BANK

as a Lender




Notices:

SunTrust Bank

201 4th Avenue North, 3rd Floor

Nashville, TN 37219

Attention: Bill Crawford

Telephone: (615) 748-4629

Facsimile:  (615) 748-5269




Domestic and Euro-Dollar Lending Office:

SunTrust Bank

201 4th Avenue North, 3rd Floor

Nashville, TN 37219

Attention: Bill Crawford

Telephone: (615) 748-4629

Facsimile:  (615) 748-5269




U.S. BANK NATIONAL ASSOCIATION

as a Lender




Notices:

U.S. Bank National Association

One Financial Square

Louisville, Kentucky 40202

Attn: David A. Wombwell

Telephone: (502) 562-6685

Facsimile:  (502) 562-6460




Domestic and Euro-Dollar Lending Office:

U.S. Bank National Association

One Financial Square

Louisville, Kentucky 40202

Attn: David A. Wombwell

Telephone: (502) 562-6685

Facsimile:  (502) 562-6460




6









 





WACHOVIA BANK, N.A.

as a Lender




Notices:

Wachovia Bank, N.A.

230 4th Avenue North

Nashville, TN 37219

Attention: Bradford Vieira

Telephone: (615) 525-2393

Facsimile:  (615) 525-2399




Domestic and Euro-Dollar Lending Office:

Wachovia Bank, N.A.

230 4th Avenue North

Nashville, TN 37219

Attention: Bradford Vieira

Telephone: (615) 525-2393

Facsimile:  (615) 525-2399




WELLS FARGO BANK, NATIONAL ASSOCIATION

as a Lender




Notices:

Wells Fargo Bank, National Association

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




Domestic and Euro-Dollar Lending Office:

Wells Fargo Bank, National Association

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





7











 





SCHEDULE II




EXISTING LETTERS OF CREDIT




	 	 	 	 	 	 	 	 	 	 	 	 	 
	Beneficiary	 	Instrument Number	 	Amount	 	Expiry Date
	Village of Lemont
	 	 	68015279	 	 	$	125,000.00	 	 	 	10/31/07	 
	Signal Mutual Indemnity Association
	 	 	7420310	 	 	$	2,175,592.00	 	 	 	12/31/07	 






1









 






SCHEDULE 1.01(a)




Real Property Security Documents



Such mortgages, deeds of trust, security documents and other real property documents reasonably
requested by the Administrative Agent in connection with the Loan Parties granting a first priority
lien on real property owned by the Loan Parties, subject to Permitted Liens; provided that
no lien will be required on the real property known as “Merrimac Island,” which is unimproved land
consisting of an island located in the County of Dakota, Minnesota.




1









 








SCHEDULE 1.01(b)




Vessel Security Documents





	1.	 	Vessel Mortgage, duly executed by ACL
	 
	2.	 	Assignment of Earnings, duly executed by ACL
	 
	3.	 	Assignment of Insurances, duly executed by ACL
	 
	4.	 	Vessel Mortgage, duly executed by ACLTS
	 
	5.	 	Assignment of Earnings, duly executed by ACLTS
	 
	6.	 	Assignment of Insurances, duly executed by ACLTS






1











 





SCHEDULE 3.01




Conditions Precedent




          (a) Principal Credit Documents.




               (i) This Agreement, duly executed by the Borrowers, each Lender, the Administrative
Agent and the Security Trustee (with the aggregate amount of Revolving Loan Commitments equaling at
least $400,000,000);



               (ii) A Revolving Loan Note payable to each Lender, each duly executed by the
Borrowers;



               (iii) A Swing Line Note payable to the Swing Line Lender in the principal amount of
the Swing Line Sublimit, duly executed by the Borrowers;



               (iv) The Guaranty, duly executed by each Guarantor;



               (v) The Security Agreement in form and substance satisfactory to the Administrative
Agent, duly executed by the Borrowers and each Guarantor, together with (A) original demand
promissory notes from each of Loan Parties evidencing intercompany advances pledged to the
Administrative Agent pursuant to the Security Agreement (collectively, the “Pledged
Intercompany Notes”), (B) the original certificates (if any) representing all of the
outstanding Equity Securities of each Borrower and each Domestic Subsidiary and all non-voting
Equity Securities of each Foreign Subsidiary, and 65% of the outstanding voting Equity Securities
of each Foreign Subsidiary, in each case pledged to the Administrative Agent pursuant to the
Security Agreement (or any other pledge or security agreement), together with undated stock or
membership powers duly executed by Parent, Commercial Barge Line Company, a Borrower or other
appropriate Loan Party, as applicable, in blank and attached thereto; and (C) all other collateral
listed on Schedule I of the Security Agreement;



               (vi) The Intellectual Property Security Agreement, duly executed by the Borrowers;



               (vii) A completed Perfection Certificate, duly executed by the Parent;



               (viii) Each Vessel Security Document listed on Schedule 1.01(b) in form and
substance satisfactory to the Administrative Agent, shall have each been duly executed and recorded
in all appropriate jurisdictions (including, without limitation, with the United States Coast Guard
National Vessel Documentation Center);



               (ix) The Environmental Indemnity Agreement, duly executed by the Borrowers and the
Guarantor.



          (b) Borrowers’ Organizational Documents.




               (i) The certificate of incorporation, articles of incorporation, certificate of
limited partnership, articles of organization or comparable document of each




1









 







Borrower, certified as of a recent date prior to the Closing Date by the Secretary of State (or
comparable public official) of its state of incorporation or formation;



               (ii) A certificate of the Secretary or an Assistant Secretary of each Borrower, dated the
Closing Date, certifying that (A) attached thereto is a true and correct copy of the limited
liability company agreement or bylaws of such Borrower as in effect on the Closing Date; (B)
attached thereto are true and correct copies of resolutions duly adopted by the members or board of
directors of such Borrower and continuing in effect, which authorize the execution, delivery and
performance by such Borrower of this Agreement and the other Credit Documents executed or to be
executed by such Borrower and the consummation of the transactions contemplated hereby and thereby;
and (C) there are no proceedings for the dissolution or liquidation of such Borrower;



               (iii) A certificate of the Secretary or an Assistant Secretary of each Borrower, dated the
Closing Date, certifying the incumbency, signatures and authority of the officers of such Borrower
authorized to execute, deliver and perform this Agreement, the other Credit Documents and all other
documents, instruments or agreements related thereto executed or to be executed by such Borrower;



               (iv) Certificates of good standing (or comparable certificates) for each Borrower,
certified as of a recent date prior to the Closing Date by the Secretaries of State (or comparable
official) of Delaware, any other state where significant business is conducted; principal office
location and each state in which such Borrower is qualified to do business; and



               (v) Certificates of the Franchise Tax Board, Secretary of State or comparable official
of the same states referenced in clause (iv) above for the applicable Borrower), dated as of a date
close to the Closing Date, stating that such Borrower is in good tax standing under the laws of
such states.



          (c) Guarantor Organizational Documents.




               (i) The certificate of incorporation, articles of incorporation, certificate of limited
partnership, articles of organization or comparable document of each Guarantor, certified as of a
recent date prior to the Closing Date by the Secretary of State (or comparable public official) of
its state of incorporation or formation;



               (ii) A certificate of good standing (or comparable certificate) for each Guarantor,
certified as of a recent date prior to the Closing Date by the Secretary of State (or comparable
public official) of its state of incorporation or formation and state in which the Guarantor is
qualified to do business;



               (iii) Certificates of the Franchise Tax Board, Secretary of State or comparable official
of the state of incorporation or formation of each Guarantor and each state in which such Guarantor
is qualified to do business, dated as of a date close to the Closing Date, stating that such
Guarantor is in good tax standing under the laws of such states.



               (iv) A certificate of the Secretary or an Assistant Secretary (or comparable
officer) of each Guarantor, dated the Closing Date, certifying that (A) attached



2









 







thereto is a true and correct copy of the bylaws, partnership agreement, limited liability company
agreement or comparable document of such Guarantor as in effect on the Closing Date; (B) attached
thereto are true and correct copies of resolutions duly adopted by the board of directors or other
governing body of such Guarantor (or other comparable enabling action) and continuing in effect,
which authorize the execution, delivery and performance by such Guarantor of the Credit Documents
to be executed by such Guarantor and the consummation of the transactions contemplated thereby; and
(C) there are no proceedings for the dissolution or liquidation of such Guarantor; and



               (v) A certificate of the Secretary or an Assistant Secretary (or comparable
officer) of each Guarantor, dated the Closing Date, certifying the incumbency, signatures and
authority of the officers of such Guarantor authorized to execute, deliver and perform the
Credit Documents to be executed by such Guarantor.



          (d) Financial Statements, Financial Condition, Etc.




               (i) A copy of (and the Administrative Agent’s and Required Lenders’ satisfactory review
of) the projected financial statements of the Loan Parties by fiscal year for each of the fiscal
years through the Maturity Date together with narrative assumptions, including, in each case,
projected balance sheets, statements of income and retained earnings and statements of cash flow of
the Loan Parties, all in reasonable detail and in any event to include quarterly projections of the
Borrowers’ compliance with each of the covenants set forth in Section 5.03 of this
Agreement;



               (ii) A certificate of each Loan Party as to the financial condition and solvency of such
Loan Party on a pro forma basis after giving effect to the transactions contemplated hereby and the
Borrowings necessary to pay all fees, costs and other expenses related hereto, in form and
substance satisfactory to the Administrative Agent certified by the chief financial officer of each
such Loan Party; and



               (iii) Such other financial, business and other information regarding the Borrowers or any
other Loan Party as the Administrative Agent, the Security Trustee, the L/C Issuer, the Swing Line
Lender or any Lender may request.



          (e) Collateral Documents; Related Matters.




               (i) Evidence that (A) upon the filing of appropriate financing statements the
Administrative Agent will have a valid, perfected first priority Lien on all Collateral (other
than real property and Vessels), subject to Permitted Liens and (B) each Vessel Security Document
will qualify for the benefits accorded a “preferred mortgage” under the Ship Mortgage Act;



               (ii) Based on available information as of closing (which shall include representations,
warranties and disclosures from the Borrowers), the Administrative Agent shall be satisfied that
(A) upon the filing and recording of the Vessel Security Documents the Security Trustee will have a
valid, perfected first priority Lien on all Collateral (consisting of Vessels owned by a Loan
Party), subject to Permitted Liens and (B) each Vessel Security Document will qualify for the
benefits accorded a “preferred mortgage” under the Ship Mortgage Act (provided



3









 







that search results on the vessels and their owners from the U.S. Coast Guard and evidence of
recordation of the mortgage(s) on vessels from the U.S. Coast Guard will not be required for
closing);



               (iii) Evidence that all existing Indebtedness of the Loan Parties has been or concurrently
with the Closing Date is being repaid in full (other than Indebtedness described on Schedule
5.02(a), but including the Indebtedness under that certain Amended and Restated Loan Agreement,
dated as of February 11, 2005, among certain Loan Parties, as borrowers, Bank of America, N.A., as
administrative agent and collateral agent, as amended) and a satisfactory arrangement concerning
the termination of the Liens securing such Indebtedness;



               (iv) Uniform Commercial Code search certificates from the jurisdictions in which Uniform
Commercial Code financing statements are to be filed pursuant to subsection (e)(i) above
reflecting no other financing statements or filings which evidence Liens of other Persons in the
Collateral which are prior to the Liens granted to the Administrative Agent in this Agreement, the
Security Documents and the other Credit Documents, except for any such prior Liens (a) which are
expressly permitted by this Agreement to be prior or (b) for which the Administrative Agent has
received a termination statement or has made arrangements satisfactory to the Administrative Agent
concerning the termination of the Liens securing such Indebtedness pursuant to subsection
(e)(iv) above;



               (v) Appropriate documents for filing with the United States Patent and Trademark Office,
the United States Copyright Office and all other filings necessary to perfect the security
interests granted to the Administrative Agent by the Security Documents, all appropriately
completed and duly executed by the applicable Loan Party and, where appropriate, notarized;



               (vi) A Power of Attorney in the form of Attachment 4 to the Intellectual Property Security
Agreement, dated the Closing Date and otherwise appropriately completed, duly executed by the
Borrowers and each Guarantor and notarized;



               (vii) A marine insurance brokers opinion satisfactory to it opining as to the adequacy of
the insurance on the Vessels owned by the Loan Parties;



               (viii) Such other documents, instruments and agreements as the Administrative Agent
may request to establish and perfect the Liens granted to the Administrative Agent, the
Security Trustee or any Lender in this Agreement, the Security Documents and the other Credit
Documents; and



               (ix) Such other evidence as the Administrative Agent may request to establish that the
Liens granted to the Administrative Agent, the Security Trustee or any Lender in this Agreement,
the Security Documents and the other Credit Documents are or upon the proper filings shall be
perfected and prior to the Liens of other Persons in the Collateral, except for any such Liens
which are expressly permitted by this Agreement to be prior.



          (f) Opinions.




4









 








               (i) A favorable written opinion from Baker & Daniels LLP and, special counsel for the
Borrowers and the Guarantors, dated the Closing Date, addressed to the Administrative Agent for the
benefit of the Administrative Agent, the Security Trustee and the Lenders, covering such legal
matters as the Administrative Agent may request and otherwise in form and substance satisfactory to
the Administrative Agent.



               (ii) Evidence that a favorable written opinion from Thompson Coburn LLP, special counsel
for the Borrowers and the Guarantors addressed to the Administrative Agent for the benefit of the
Administrative Agent, the Security Trustee and the Lenders, covering such legal matters as the
Administrative Agent may request with respect to the Vessel Security Documents shall be delivered
to the Administrative Agent promptly after filing of the Fleet Mortgages on the Closing Date.



          (g) Other Items.




               (i) A duly completed and timely delivered Notice of Loan Borrowing for Revolving Loans;



               (ii) Due diligence satisfactory to the Administrative Agent and the Lenders shall have
been completed;



               (iii) The flow of funds, the capital and ownership structure (including operating
agreements, articles of incorporation, articles of formation, limited liability company agreements
and by-laws), equity agreements and management of the Loan Parties, shall be reasonably
satisfactory to Administrative Agent and Lenders;



               (iv) A certificate of financial responsibility, issued by the U.S. Coast Guard in respect
of each Vessel owned by the Loan Parties and off-shore or on-shore facility required under
applicable law;



               (v) Original certificates of insurance, lender’s loss payable endorsements naming the
Administrative Agent and the Security Trustee as mortgagee, loss payee and additional insured, as
required by Section 5.01(d) of this Agreement;



               (vi) No material adverse change in the operations, business or condition (financial or
otherwise) of any Borrower individually or the Loan Parties (taken as a whole) having occurred
since December 31, 2006.



               (vii) There shall not exist any pending or threatened action, suit, investigation or
proceeding, which, if adversely determined, could materially and adversely affect the Loan Parties,
any transaction contemplated hereby or the ability of any Loan Party to perform its obligations
under the Credit Documents or the ability of the Lenders to exercise their rights thereunder;



               (viii) There shall not exist (A) any order, decree, judgment, ruling or injunction which
restrains any part of the consummation of the transaction contemplated under this Agreement in the
manner contemplated by the Credit Documents; or (B) any litigation shall



5









 







be pending or threatened against any Loan Party as of the Closing Date which could have a
Material Adverse Effect;



               (ix) Copies of all Rate Contracts to which the Borrowers or any Loan Party is a party;



               (x) A certificate of the president or chief financial officer of the Borrowers,
addressed to the Administrative Agent and dated the Closing Date, certifying that:



                    (A) The representations and warranties set forth in Article IV and in the other Credit
Documents are true and correct in all material respects as of such date (except for such
representations and warranties made as of a specified date, which shall be true as of such date);



                    (B) No Default or Event of Default has occurred and is continuing as of such date; and



                    (C) Each Loan Party has obtained all Governmental Authorizations and all consents of other
Persons, in each case that are necessary or advisable to have been obtained prior to the Closing
Date in connection with the transactions herein and the continued operation of the business
conducted by the Loan Parties in substantially the same manner as conducted prior to the Closing
Date. Each such Governmental Authorization or consent is in full force and effect, except in a case
where the failure to obtain or maintain a Governmental Authorization or consent, either
individually or in the aggregate, could not have a Material Adverse Effect. All applicable waiting
periods have expired without any action being taken or threatened by any competent authority that
would restrain, prevent or otherwise impose adverse conditions on the transactions contemplated by
the Credit Documents. No action, request for stay, petition for review or rehearing,
reconsideration, or appeal with respect to any of the foregoing is pending, and the time for any
applicable Governmental Authority to take action to set aside its consent on its own motion has
expired;



               (xi) A certified copy of each of the Material Documents (including all exhibits,
appendices, schedules, annexes and attachments thereto and amendments and assignments thereof),
duly executed by each party thereto;



               (xii) All fees and expenses payable to the Administrative Agent, the Security Trustee and
the Lenders on or prior to the Closing Date (including all fees payable to the Administrative Agent
pursuant to the Administrative Agent’s Fee Letter);



               (xiii) All fees and expenses of counsel to the Administrative Agent, the Security Trustee
invoiced through the Closing Date; and



               (xiv) Such other evidence as the Administrative Agent, the Security Trustee or any Lender
may request to establish the accuracy and completeness of the representations and warranties and
the compliance with the terms and conditions contained in this Agreement and the other Credit
Documents.




6












 





Schedule 4.01(g) Litigation




None.




[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]






 









 





			
	[*]	 	The asterisk denotes that confidential portions of this Schedule have been omitted in reliance
on rule 24b-2 of the Securities Exchange Act of 1934. The confidential portions have been
submitted separately to the Securities and Exchange Commission.







Schedule 4.01(h)(1) Towboats Barges and other Vessels — Owned




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Official	 	Terminal	 	 	 	Appraised  Asset 
	Vessel	 	Vessel Name	 	ACL Business Unit	 	Number	 	Number	 	Vessel Type	 	Asset Value
	1
	 	CHEM 254	 	American Commercial Lines LLC	 	1070021	 	 	21	 	 	Jumbo	 	[*]
	2
	 	CHEM 255	 	American Commercial Lines LLC	 	1070022	 	 	22	 	 	Jumbo	 	[*]
	3
	 	CHEM 256	 	American Commercial Lines LLC	 	1070023	 	 	23	 	 	Jumbo	 	[*]
	4
	 	TA 2001	 	American Commercial Lines LLC	 	630049	 	 	49	 	 	Inactive in Use	 	[*]
	5
	 	HINES 434	 	American Commercial Lines LLC	 	630051	 	 	51	 	 	Oversized	 	[*]
	6
	 	RICHARD A BAKER	 	American Commercial Lines LLC	 	580067	 	 	67	 	 	Boat	 	[*]
	7
	 	CHEM 92	 	American Commercial Lines LLC	 	520084	 	 	84	 	 	Non-COI	 	[*]
	8
	 	CHEM 93	 	American Commercial Lines LLC	 	520085	 	 	85	 	 	Jumbo	 	[*]
	9
	 	ACBL 3135	 	American Commercial Lines LLC	 	630130	 	 	130	 	 	Hopper- Owned	 	[*]
	10
	 	ACBL 3136	 	American Commercial Lines LLC	 	630131	 	 	131	 	 	Hopper- Owned	 	[*]
	11
	 	ACBL 3137	 	American Commercial Lines LLC	 	630132	 	 	132	 	 	Hopper- Owned	 	[*]
	12
	 	ACBL 3138	 	American Commercial Lines LLC	 	630133	 	 	133	 	 	Hopper- Owned	 	[*]
	13
	 	ACBL 3139	 	American Commercial Lines LLC	 	630134	 	 	134	 	 	Hopper- Owned	 	[*]
	14
	 	ACBL 3140	 	American Commercial Lines LLC	 	630135	 	 	135	 	 	Hopper- Owned	 	[*]
	15
	 	WALLY ROLLER	 	American Commercial Lines LLC	 	560135	 	 	135	 	 	Boat	 	[*]
	16
	 	ACBL 3141	 	American Commercial Lines LLC	 	630136	 	 	136	 	 	Hopper- Owned	 	[*]
	17
	 	ACBL 3142	 	American Commercial Lines LLC	 	630137	 	 	137	 	 	Hopper- Owned	 	[*]
	18
	 	ACBL 3143	 	American Commercial Lines LLC	 	630138	 	 	138	 	 	Hopper- Owned	 	[*]
	19
	 	ACBL 3144	 	American Commercial Lines LLC	 	630139	 	 	139	 	 	Hopper- Owned	 	[*]
	20
	 	TTBL 4030	 	American Commercial Lines LLC	 	630141	 	 	141	 	 	Hopper- Owned	 	[*]
	21
	 	TTBL 4031	 	American Commercial Lines LLC	 	630142	 	 	142	 	 	Hopper- Owned	 	[*]
	22
	 	TTBL 4032	 	American Commercial Lines LLC	 	630143	 	 	143	 	 	Hopper- Owned	 	[*]
	23
	 	TTBL 4033	 	American Commercial Lines LLC	 	630144	 	 	144	 	 	Hopper- Owned	 	[*]
	24
	 	TTBL 4034	 	American Commercial Lines LLC	 	630145	 	 	145	 	 	Hopper- Owned	 	[*]
	25
	 	TTBL 4035	 	American Commercial Lines LLC	 	630146	 	 	146	 	 	Hopper- Owned	 	[*]
	26
	 	TTBL 4036	 	American Commercial Lines LLC	 	630147	 	 	147	 	 	Hopper- Owned	 	[*]
	27
	 	TTBL 4037	 	American Commercial Lines LLC	 	630148	 	 	148	 	 	Hopper- Owned	 	[*]
	28
	 	TTBL 4038	 	American Commercial Lines LLC	 	630149	 	 	149	 	 	Hopper- Owned	 	[*]
	29
	 	TTBL 4039	 	American Commercial Lines LLC	 	630150	 	 	150	 	 	Inactive in Use	 	[*]
	30
	 	TTBL 4040	 	American Commercial Lines LLC	 	630151	 	 	151	 	 	Hopper- Owned	 	[*]
	31
	 	TTBL 4041	 	American Commercial Lines LLC	 	630152	 	 	152	 	 	Hopper- Owned	 	[*]
	32
	 	TTBL 4042	 	American Commercial Lines LLC	 	630153	 	 	153	 	 	Hopper- Owned	 	[*]
	33
	 	TTBL 4043	 	American Commercial Lines LLC	 	630154	 	 	154	 	 	Hopper- Owned	 	[*]
	34
	 	TTBL 4044	 	American Commercial Lines LLC	 	630155	 	 	155	 	 	Hopper- Owned	 	[*]
	35
	 	CHEM 95	 	American Commercial Lines LLC	 	520159	 	 	159	 	 	Inactive in Use	 	[*]
	36
	 	ACBL 4000	 	American Commercial Lines LLC	 	630160	 	 	160	 	 	Hopper- Owned	 	[*]
	37
	 	J.  W.  HERSHEY	 	American Commercial Lines LLC	 	500160	 	 	160	 	 	Boat	 	[*]
	38
	 	SCNO 7702B	 	American Commercial Lines LLC	 	580205	 	 	205	 	 	Hopper- Owned	 	[*]
	39
	 	SCNO 7703B	 	American Commercial Lines LLC	 	580206	 	 	206	 	 	Hopper- Owned	 	[*]
	40
	 	SCNO 7704B	 	American Commercial Lines LLC	 	580207	 	 	207	 	 	Inactive in Use	 	[*]
	41
	 	SCNO 7707B	 	American Commercial Lines LLC	 	580210	 	 	210	 	 	Inactive in Use	 	[*]
	42
	 	SCNO 7709B	 	American Commercial Lines LLC	 	580212	 	 	212	 	 	Inactive in Use	 	[*]
	43
	 	SCNO 7710B	 	American Commercial Lines LLC	 	580213	 	 	213	 	 	Hopper- Owned	 	[*]
	44
	 	SCNO 7713B	 	American Commercial Lines LLC	 	580216	 	 	216	 	 	Hopper- Owned	 	[*]
	45
	 	SCNO 7714B	 	American Commercial Lines LLC	 	580217	 	 	217	 	 	Hopper- Owned	 	[*]
	46
	 	SCNO 7716B	 	American Commercial Lines LLC	 	580219	 	 	219	 	 	Inactive in Use	 	[*]
	47
	 	SCNO 7717B	 	American Commercial Lines LLC	 	580220	 	 	220	 	 	Hopper- Owned	 	[*]
	48
	 	SCNO 7718B	 	American Commercial Lines LLC	 	580221	 	 	221	 	 	Hopper- Owned	 	[*]
	49
	 	SCNO 7719B	 	American Commercial Lines LLC	 	580222	 	 	222	 	 	Hopper- Owned	 	[*]
	50
	 	SCNO 7720B	 	American Commercial Lines LLC	 	580223	 	 	223	 	 	Hopper- Owned	 	[*]
	51
	 	CHEM 276	 	American Commercial Lines LLC	 	1170224	 	 	224	 	 	Tanker Box Jumbo (10k bbl)	 	[*]
	52
	 	CHEM 277	 	American Commercial Lines LLC	 	1170225	 	 	225	 	 	Tanker Box Jumbo (10k bbl)	 	[*]
	53
	 	CHEM 96	 	American Commercial Lines LLC	 	520228	 	 	228	 	 	Inactive	 	[*]
	54
	 	CHEM 97	 	American Commercial Lines LLC	 	520229	 	 	229	 	 	Jumbo	 	[*]
	55
	 	CHEM 250	 	American Commercial Lines LLC	 	1020251	 	 	251	 	 	Jumbo	 	[*]
	56
	 	CHEM 251	 	American Commercial Lines LLC	 	1020252	 	 	252	 	 	Jumbo	 	[*]
	57
	 	CHEM 252	 	American Commercial Lines LLC	 	1020253	 	 	253	 	 	Jumbo	 	[*]
	58
	 	N.M.S. NO. 1481	 	American Commercial Lines LLC	 	600253	 	 	253	 	 	Jumbo	 	[*]
	59
	 	CHEM 253	 	American Commercial Lines LLC	 	1020254	 	 	254	 	 	Jumbo	 	[*]
	60
	 	ACBL 2078	 	American Commercial Lines LLC	 	640255	 	 	255	 	 	Hopper- Owned	 	[*]
	61
	 	N.M.S. NO. 1483	 	American Commercial Lines LLC	 	600255	 	 	255	 	 	Jumbo	 	[*]
	62
	 	ACBL 2079	 	American Commercial Lines LLC	 	640256	 	 	256	 	 	Hopper- Owned	 	[*]
	63
	 	N.M.S. NO. 1510	 	American Commercial Lines LLC	 	600256	 	 	256	 	 	Inactive	 	[*]
	64
	 	ACBL 2080	 	American Commercial Lines LLC	 	640257	 	 	257	 	 	Hopper- Owned	 	[*]
	65
	 	N.M.S. NO. 1511	 	American Commercial Lines LLC	 	600257	 	 	257	 	 	Inactive	 	[*]
	66
	 	ACBL 2084	 	American Commercial Lines LLC	 	640261	 	 	261	 	 	Hopper- Owned	 	[*]
	67
	 	ACBL 4323	 	American Commercial Lines LLC	 	600262	 	 	262	 	 	Hopper- Owned	 	[*]
	68
	 	ACBL 2086	 	American Commercial Lines LLC	 	640263	 	 	263	 	 	Hopper- Owned	 	[*]
	69
	 	ACBL 2089	 	American Commercial Lines LLC	 	640266	 	 	266	 	 	Hopper- Owned	 	[*]
	70
	 	ACBL 2091	 	American Commercial Lines LLC	 	640268	 	 	268	 	 	Hopper- Owned	 	[*]
	71
	 	ACBL 2092	 	American Commercial Lines LLC	 	640269	 	 	269	 	 	Hopper- Owned	 	[*]
	72
	 	ACBL 2093	 	American Commercial Lines LLC	 	640270	 	 	270	 	 	Hopper- Owned	 	[*]
	73
	 	ACBL 2097	 	American Commercial Lines LLC	 	640274	 	 	274	 	 	Hopper- Owned	 	[*]
	74
	 	ACBL 2098	 	American Commercial Lines LLC	 	640275	 	 	275	 	 	Hopper- Owned	 	[*]
	75
	 	ACBL 2099	 	American Commercial Lines LLC	 	640276	 	 	276	 	 	Hopper- Owned	 	[*]
	76
	 	ACBL 2100	 	American Commercial Lines LLC	 	640277	 	 	277	 	 	Hopper- Owned	 	[*]
	77
	 	ACBL 2104	 	American Commercial Lines LLC	 	640281	 	 	281	 	 	Hopper- Owned	 	[*]







 




			
	[*]	 	The asterisk denotes that confidential portions of this Schedule have been omitted in reliance
on rule 24b-2 of the Securities Exchange Act of 1934. The confidential portions have been
submitted separately to the Securities and Exchange Commission.





 









 










Schedule 4.01(h)(1) Towboats Barges and other Vessels — Owned





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Official	 	Terminal	 	 	 	Appraised Asset
	Vessel	 	Vessel Name	 	ACL Business Unit	 	Number	 	Number	 	Vessel Type	 	Value
	78
	 	JAKE HUFFTY	 	American Commercial Lines LLC	 	630290	 	 	290	 	 	Boat	 	[*]
	79
	 	CHEM 200	 	American Commercial Lines LLC	 	500309	 	 	309	 	 	Jumbo	 	[*]
	80
	 	CHEM 201	 	American Commercial Lines LLC	 	500310	 	 	310	 	 	Non-COI	 	[*]
	81
	 	CHEM 202	 	American Commercial Lines LLC	 	500311	 	 	311	 	 	Non-COI	 	[*]
	82
	 	CHEM 203	 	American Commercial Lines LLC	 	500312	 	 	312	 	 	Jumbo	 	[*]
	83
	 	CHEM 204	 	American Commercial Lines LLC	 	500313	 	 	313	 	 	Jumbo	 	[*]
	84
	 	CHEM 205	 	American Commercial Lines LLC	 	500314	 	 	314	 	 	Non-COI	 	[*]
	85
	 	ACBL 4339	 	American Commercial Lines LLC	 	620315	 	 	315	 	 	Hopper- Owned	 	[*]
	86
	 	CHEM 206	 	American Commercial Lines LLC	 	500315	 	 	315	 	 	Jumbo	 	[*]
	87
	 	CHEM 207	 	American Commercial Lines LLC	 	500316	 	 	316	 	 	Non-COI	 	[*]
	88
	 	CHEM 208	 	American Commercial Lines LLC	 	500317	 	 	317	 	 	Jumbo	 	[*]
	89
	 	603	 	American Commercial Lines LLC	 	920332	 	 	332	 	 	Inactive in Use	 	[*]
	90
	 	JEFFBOAT	 	American Commercial Lines LLC	 	640345	 	 	345	 	 	Boat	 	[*]
	91
	 	965	 	American Commercial Lines LLC	 	920348	 	 	348	 	 	Jumbo	 	[*]
	92
	 	966	 	American Commercial Lines LLC	 	920349	 	 	349	 	 	Jumbo	 	[*]
	93
	 	CHEM 1105  ex 967	 	American Commercial Lines LLC	 	920350	 	 	350	 	 	Jumbo	 	[*]
	94
	 	CHEM 1101  ex 968	 	American Commercial Lines LLC	 	920351	 	 	351	 	 	Jumbo	 	[*]
	95
	 	969	 	American Commercial Lines LLC	 	920352	 	 	352	 	 	Jumbo	 	[*]
	96
	 	ACBL 427	 	American Commercial Lines LLC	 	640352	 	 	352	 	 	Hopper- Owned	 	[*]
	97
	 	970	 	American Commercial Lines LLC	 	920353	 	 	353	 	 	Jumbo	 	[*]
	98
	 	ACBL 424	 	American Commercial Lines LLC	 	640353	 	 	353	 	 	Hopper- Owned	 	[*]
	99
	 	971	 	American Commercial Lines LLC	 	920354	 	 	354	 	 	Jumbo	 	[*]
	100
	 	972	 	American Commercial Lines LLC	 	920355	 	 	355	 	 	Inactive in Use	 	[*]
	101
	 	CHEM 151	 	American Commercial Lines LLC	 	960355	 	 	355	 	 	Jumbo	 	[*]
	102
	 	CHEM 152	 	American Commercial Lines LLC	 	960356	 	 	356	 	 	Jumbo	 	[*]
	103
	 	NM 979	 	American Commercial Lines LLC	 	920356	 	 	356	 	 	Inactive in Use	 	[*]
	104
	 	CHEM 153	 	American Commercial Lines LLC	 	960357	 	 	357	 	 	Jumbo	 	[*]
	105
	 	VECTURIAN	 	American Commercial Lines LLC	 	680357	 	 	357	 	 	Boat	 	[*]
	106
	 	1307	 	American Commercial Lines LLC	 	920359	 	 	359	 	 	Hopper- Owned	 	[*]
	107
	 	CHEM 154	 	American Commercial Lines LLC	 	960360	 	 	360	 	 	Jumbo	 	[*]
	108
	 	1309	 	American Commercial Lines LLC	 	920361	 	 	361	 	 	Hopper- Owned	 	[*]
	109
	 	1315	 	American Commercial Lines LLC	 	920367	 	 	367	 	 	Inactive in Use	 	[*]
	110
	 	1316	 	American Commercial Lines LLC	 	920368	 	 	368	 	 	Inactive in Use	 	[*]
	111
	 	627	 	American Commercial Lines LLC	 	920380	 	 	380	 	 	Hopper- Owned	 	[*]
	112
	 	629	 	American Commercial Lines LLC	 	920382	 	 	382	 	 	Hopper- Owned	 	[*]
	113
	 	632	 	American Commercial Lines LLC	 	920385	 	 	385	 	 	Hopper- Owned	 	[*]
	114
	 	633	 	American Commercial Lines LLC	 	920386	 	 	386	 	 	Hopper- Owned	 	[*]
	115
	 	WTT 1008	 	American Commercial Lines LLC	 	630386	 	 	386	 	 	Hopper- Owned	 	[*]
	116
	 	634	 	American Commercial Lines LLC	 	920387	 	 	387	 	 	Hopper- Owned	 	[*]
	117
	 	ANITA DOMINO	 	American Commercial Lines LLC	 	540391	 	 	391	 	 	Boat	 	[*]
	118
	 	ACL 9700B	 	American Commercial Lines LLC	 	1050421	 	 	421	 	 	Hopper- Owned	 	[*]
	119
	 	ACL 9701B	 	American Commercial Lines LLC	 	1050422	 	 	422	 	 	Hopper- Owned	 	[*]
	120
	 	ACL 9702B	 	American Commercial Lines LLC	 	1050423	 	 	423	 	 	Hopper- Owned	 	[*]
	121
	 	ACL 9703B	 	American Commercial Lines LLC	 	1050424	 	 	424	 	 	Hopper- Owned	 	[*]
	122
	 	CHEM 145	 	American Commercial Lines LLC	 	630424	 	 	424	 	 	Jumbo	 	[*]
	123
	 	ACL 9704B	 	American Commercial Lines LLC	 	1050425	 	 	425	 	 	Hopper- Owned	 	[*]
	124
	 	ACL 9705B	 	American Commercial Lines LLC	 	1050426	 	 	426	 	 	Hopper- Owned	 	[*]
	125
	 	ACL 9706B	 	American Commercial Lines LLC	 	1050427	 	 	427	 	 	Hopper- Owned	 	[*]
	126
	 	ACBL 1830	 	American Commercial Lines LLC	 	580430	 	 	430	 	 	Hopper- Owned	 	[*]
	127
	 	ACBL 1831	 	American Commercial Lines LLC	 	580431	 	 	431	 	 	Inactive in Use	 	[*]
	128
	 	ACBL 1833	 	American Commercial Lines LLC	 	580433	 	 	433	 	 	Hopper- Owned	 	[*]
	129
	 	ACBL 1836	 	American Commercial Lines LLC	 	580436	 	 	436	 	 	Hopper- Owned	 	[*]
	130
	 	ACBL 3000	 	American Commercial Lines LLC	 	580437	 	 	437	 	 	Hopper- Owned	 	[*]
	131
	 	ACBL 3001	 	American Commercial Lines LLC	 	580438	 	 	438	 	 	Hopper- Owned	 	[*]
	132
	 	ACBL 3003	 	American Commercial Lines LLC	 	580440	 	 	440	 	 	Hopper- Owned	 	[*]
	133
	 	ACBL 3004	 	American Commercial Lines LLC	 	580441	 	 	441	 	 	Hopper- Owned	 	[*]
	134
	 	ACBL 3007	 	American Commercial Lines LLC	 	580444	 	 	444	 	 	Hopper- Owned	 	[*]
	135
	 	ACBL 3008	 	American Commercial Lines LLC	 	580445	 	 	445	 	 	Hopper- Owned	 	[*]
	136
	 	NM 978	 	American Commercial Lines LLC	 	590445	 	 	445	 	 	Jumbo	 	[*]
	137
	 	ACBL 4152	 	American Commercial Lines LLC	 	630471	 	 	471	 	 	Hopper- Owned	 	[*]
	138
	 	ACL 9500B	 	American Commercial Lines LLC	 	1030477	 	 	477	 	 	Hopper- Owned	 	[*]
	139
	 	ACL 9501B	 	American Commercial Lines LLC	 	1030478	 	 	478	 	 	Hopper- Owned	 	[*]
	140
	 	ACL 9502B	 	American Commercial Lines LLC	 	1030479	 	 	479	 	 	Hopper- Owned	 	[*]
	141
	 	ACL 9503B	 	American Commercial Lines LLC	 	1030480	 	 	480	 	 	Hopper- Owned	 	[*]
	142
	 	ACL 9504B	 	American Commercial Lines LLC	 	1030481	 	 	481	 	 	Hopper- Owned	 	[*]
	143
	 	ACL 9505B	 	American Commercial Lines LLC	 	1030482	 	 	482	 	 	Hopper- Owned	 	[*]
	144
	 	ACL 9506B	 	American Commercial Lines LLC	 	1030483	 	 	483	 	 	Hopper- Owned	 	[*]
	145
	 	ACL 9507B	 	American Commercial Lines LLC	 	1030484	 	 	484	 	 	Hopper- Owned	 	[*]
	146
	 	ACL 9508B	 	American Commercial Lines LLC	 	1030485	 	 	485	 	 	Hopper- Owned	 	[*]
	147
	 	ACL 9509B	 	American Commercial Lines LLC	 	1030486	 	 	486	 	 	Hopper- Owned	 	[*]
	148
	 	AARON CHARLES MCKINNEY	 	American Commercial Lines LLC	 	650496	 	 	496	 	 	Boat	 	[*]
	149
	 	VL 7701	 	American Commercial Lines LLC	 	580501	 	 	501	 	 	Hopper- Owned	 	[*]
	150
	 	VL 7702	 	American Commercial Lines LLC	 	580502	 	 	502	 	 	Hopper- Owned	 	[*]
	151
	 	ACBL 4214	 	American Commercial Lines LLC	 	600507	 	 	507	 	 	Hopper- Owned	 	[*]
	152
	 	ACBL 4217	 	American Commercial Lines LLC	 	600510	 	 	510	 	 	Inactive in Use	 	[*]
	153
	 	ACBL 4219	 	American Commercial Lines LLC	 	600512	 	 	512	 	 	Inactive in Use	 	[*]







 




			
	[*]	 	The asterisk denotes that confidential portions of this Schedule have been omitted in reliance
on rule 24b-2 of the Securities Exchange Act of 1934. The confidential portions have been
submitted separately to the Securities and Exchange Commission.





 









 











Schedule 4.01(h)(1) Towboats Barges and other Vessels — Owned




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Official	 	Terminal	 	 	 	Appraised  Asset 
	Vessel	 	Vessel Name	 	ACL Business Unit	 	Number	 	Number	 	Vessel Type	 	Value
	154
	 	ACBL 4222	 	American Commercial Lines LLC	 	600515	 	 	515	 	 	Inactive in Use	 	[*]
	155
	 	NL 261	 	American Commercial Lines LLC	 	550523	 	 	523	 	 	Inactive in Use	 	[*]
	156
	 	NL 264	 	American Commercial Lines LLC	 	550526	 	 	526	 	 	Inactive in Use	 	[*]
	157
	 	ACBL 4325	 	American Commercial Lines LLC	 	630542	 	 	542	 	 	Hopper- Owned	 	[*]
	158
	 	R H ONEILL	 	American Commercial Lines LLC	 	570554	 	 	554	 	 	Boat	 	[*]
	159
	 	CHEM 179	 	American Commercial Lines LLC	 	1050557	 	 	557	 	 	Jumbo	 	[*]
	160
	 	RF 811	 	American Commercial Lines LLC	 	580599	 	 	599	 	 	Inactive in Use	 	[*]
	161
	 	RF 814	 	American Commercial Lines LLC	 	580602	 	 	602	 	 	Inactive	 	[*]
	162
	 	ACL 9971B	 	American Commercial Lines LLC	 	1090631	 	 	631	 	 	Hopper- Owned	 	[*]
	163
	 	ACL 9972B	 	American Commercial Lines LLC	 	1090632	 	 	632	 	 	Hopper- Owned	 	[*]
	164
	 	ACL 9973B	 	American Commercial Lines LLC	 	1090633	 	 	633	 	 	Hopper- Owned	 	[*]
	165
	 	ACL 9974B	 	American Commercial Lines LLC	 	1090634	 	 	634	 	 	Hopper- Owned	 	[*]
	166
	 	ACL 9975B	 	American Commercial Lines LLC	 	1090635	 	 	635	 	 	Hopper- Owned	 	[*]
	167
	 	ELIZABETH DEWEY	 	American Commercial Lines LLC	 	980668	 	 	668	 	 	Boat	 	[*]
	168
	 	ACBL 3145	 	American Commercial Lines LLC	 	630711	 	 	711	 	 	Hopper- Owned	 	[*]
	169
	 	ACBL 3146	 	American Commercial Lines LLC	 	630712	 	 	712	 	 	Hopper- Owned	 	[*]
	170
	 	ACBL 3147	 	American Commercial Lines LLC	 	630713	 	 	713	 	 	Hopper- Owned	 	[*]
	171
	 	ACBL 3148	 	American Commercial Lines LLC	 	630714	 	 	714	 	 	Hopper- Owned	 	[*]
	172
	 	ACBL 3149	 	American Commercial Lines LLC	 	630715	 	 	715	 	 	Hopper- Owned	 	[*]
	173
	 	VL 7801	 	American Commercial Lines LLC	 	600715	 	 	715	 	 	Hopper- Owned	 	[*]
	174
	 	ACBL 3150	 	American Commercial Lines LLC	 	630716	 	 	716	 	 	Hopper- Owned	 	[*]
	175
	 	ACBL 3151	 	American Commercial Lines LLC	 	630717	 	 	717	 	 	Hopper- Owned	 	[*]
	176
	 	ACBL 3152	 	American Commercial Lines LLC	 	630718	 	 	718	 	 	Hopper- Owned	 	[*]
	177
	 	ACBL 3153	 	American Commercial Lines LLC	 	630719	 	 	719	 	 	Hopper- Owned	 	[*]
	178
	 	ACBL 3154	 	American Commercial Lines LLC	 	630720	 	 	720	 	 	Hopper- Owned	 	[*]
	179
	 	ACBL 1383	 	American Commercial Lines LLC	 	580730	 	 	730	 	 	Hopper- Owned	 	[*]
	180
	 	ACBL 1384	 	American Commercial Lines LLC	 	580731	 	 	731	 	 	Hopper- Owned	 	[*]
	181
	 	ACBL 1385	 	American Commercial Lines LLC	 	580732	 	 	732	 	 	Hopper- Owned	 	[*]
	182
	 	4907	 	American Commercial Lines LLC	 	550733	 	 	733	 	 	Oversized	 	[*]
	183
	 	ACBL 1386	 	American Commercial Lines LLC	 	580733	 	 	733	 	 	Hopper- Owned	 	[*]
	184
	 	4630	 	American Commercial Lines LLC	 	550734	 	 	734	 	 	Oversized	 	[*]
	185
	 	ACBL 1387	 	American Commercial Lines LLC	 	580734	 	 	734	 	 	Hopper- Owned	 	[*]
	186
	 	ACBL 1388	 	American Commercial Lines LLC	 	580735	 	 	735	 	 	Hopper- Owned	 	[*]
	187
	 	CHEM 1601	 	American Commercial Lines LLC	 	550735	 	 	735	 	 	Oversized	 	[*]
	188
	 	ACBL 1389	 	American Commercial Lines LLC	 	580736	 	 	736	 	 	Hopper- Owned	 	[*]
	189
	 	LCD 4931	 	American Commercial Lines LLC	 	550736	 	 	736	 	 	Oversized	 	[*]
	190
	 	942	 	American Commercial Lines LLC	 	550738	 	 	738	 	 	Inactive in Use	 	[*]
	191
	 	ACBL 1391	 	American Commercial Lines LLC	 	580738	 	 	738	 	 	Hopper- Owned	 	[*]
	192
	 	TROJAN WARRIOR	 	American Commercial Lines LLC	 	570738	 	 	738	 	 	Boat	 	[*]
	193
	 	943	 	American Commercial Lines LLC	 	550739	 	 	739	 	 	Jumbo	 	[*]
	194
	 	ACBL 1392	 	American Commercial Lines LLC	 	580739	 	 	739	 	 	Hopper- Owned	 	[*]
	195
	 	ACBL 1393	 	American Commercial Lines LLC	 	580740	 	 	740	 	 	Hopper- Owned	 	[*]
	196
	 	ACBL 1394	 	American Commercial Lines LLC	 	580741	 	 	741	 	 	Hopper- Owned	 	[*]
	197
	 	ACBL 1395	 	American Commercial Lines LLC	 	580742	 	 	742	 	 	Hopper- Owned	 	[*]
	198
	 	DM 2573	 	American Commercial Lines LLC	 	550742	 	 	742	 	 	Inactive in Use	 	[*]
	199
	 	ACBL 1396	 	American Commercial Lines LLC	 	580743	 	 	743	 	 	Hopper- Owned	 	[*]
	200
	 	ACBL 1397	 	American Commercial Lines LLC	 	580744	 	 	744	 	 	Hopper- Owned	 	[*]
	201
	 	DM 2577	 	American Commercial Lines LLC	 	550744	 	 	744	 	 	Inactive in Use	 	[*]
	202
	 	ACBL 3010	 	American Commercial Lines LLC	 	580745	 	 	745	 	 	Hopper- Owned	 	[*]
	203
	 	NL 134	 	American Commercial Lines LLC	 	600745	 	 	745	 	 	Inactive in Use	 	[*]
	204
	 	ACBL 3011	 	American Commercial Lines LLC	 	580746	 	 	746	 	 	Hopper- Owned	 	[*]
	205
	 	ACBL 3012	 	American Commercial Lines LLC	 	580747	 	 	747	 	 	Hopper- Owned	 	[*]
	206
	 	NL 136	 	American Commercial Lines LLC	 	600747	 	 	747	 	 	Hopper- Owned	 	[*]
	207
	 	ACBL 3013	 	American Commercial Lines LLC	 	580748	 	 	748	 	 	Hopper- Owned	 	[*]
	208
	 	ACBL 3014	 	American Commercial Lines LLC	 	580749	 	 	749	 	 	Hopper- Owned	 	[*]
	209
	 	ACBL 3015	 	American Commercial Lines LLC	 	580750	 	 	750	 	 	Hopper- Owned	 	[*]
	210
	 	ACBL 3016	 	American Commercial Lines LLC	 	580751	 	 	751	 	 	Hopper- Owned	 	[*]
	211
	 	ACBL 3017	 	American Commercial Lines LLC	 	580752	 	 	752	 	 	Hopper- Owned	 	[*]
	212
	 	ACBL 3018	 	American Commercial Lines LLC	 	580753	 	 	753	 	 	Hopper- Owned	 	[*]
	213
	 	ACBL 3019	 	American Commercial Lines LLC	 	580754	 	 	754	 	 	Hopper- Owned	 	[*]
	214
	 	ACBL 3020	 	American Commercial Lines LLC	 	580755	 	 	755	 	 	Hopper- Owned	 	[*]
	215
	 	ACBL 3021	 	American Commercial Lines LLC	 	580756	 	 	756	 	 	Hopper- Owned	 	[*]
	216
	 	1848	 	American Commercial Lines LLC	 	550758	 	 	758	 	 	Inactive in Use	 	[*]
	217
	 	ACBL 3023	 	American Commercial Lines LLC	 	580758	 	 	758	 	 	Hopper- Owned	 	[*]
	218
	 	ACBL 3024	 	American Commercial Lines LLC	 	580759	 	 	759	 	 	Inactive in Use	 	[*]
	219
	 	ACL 9510B	 	American Commercial Lines LLC	 	1030794	 	 	794	 	 	Hopper- Owned	 	[*]
	220
	 	ACL 9511B	 	American Commercial Lines LLC	 	1030795	 	 	795	 	 	Hopper- Owned	 	[*]
	221
	 	ACL 9512B	 	American Commercial Lines LLC	 	1030796	 	 	796	 	 	Hopper- Owned	 	[*]
	222
	 	ACL 9513B	 	American Commercial Lines LLC	 	1030810	 	 	810	 	 	Hopper- Owned	 	[*]
	223
	 	ACL 9514B	 	American Commercial Lines LLC	 	1030811	 	 	811	 	 	Hopper- Owned	 	[*]
	224
	 	ACL 9515B	 	American Commercial Lines LLC	 	1030812	 	 	812	 	 	Hopper- Owned	 	[*]
	225
	 	ACL 9516B	 	American Commercial Lines LLC	 	1030813	 	 	813	 	 	Hopper- Owned	 	[*]
	226
	 	CHEM 176	 	American Commercial Lines LLC	 	1040819	 	 	819	 	 	Jumbo	 	[*]
	227
	 	ACBL 4329	 	American Commercial Lines LLC	 	640823	 	 	823	 	 	Hopper- Owned	 	[*]
	228
	 	ACBL 4330	 	American Commercial Lines LLC	 	640824	 	 	824	 	 	Hopper- Owned	 	[*]
	229
	 	ACBL 4340	 	American Commercial Lines LLC	 	640825	 	 	825	 	 	Hopper- Owned	 	[*]
	230
	 	ACBL 4341	 	American Commercial Lines LLC	 	640826	 	 	826	 	 	Hopper- Owned	 	[*]







 




			
	[*]	 	The asterisk denotes that confidential portions of this Schedule have been omitted in reliance
on rule 24b-2 of the Securities Exchange Act of 1934. The confidential portions have been
submitted separately to the Securities and Exchange Commission.





 









 











Schedule 4.01(h)(1) Towboats Barges and other Vessels — Owned





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Official	 	Terminal	 	 	 	Appraised  Asset 
	Vessel	 	Vessel Name	 	ACL Business Unit	 	Number	 	Number	 	Vessel Type	 	Value
	231
	 	TTBL 4005	 	American Commercial Lines LLC	 	600833	 	 	833	 	 	Hopper- Owned	 	[*]
	232
	 	TTBL 4006	 	American Commercial Lines LLC	 	600834	 	 	834	 	 	Hopper- Owned	 	[*]
	233
	 	TTBL 4007	 	American Commercial Lines LLC	 	600835	 	 	835	 	 	Hopper- Owned	 	[*]
	234
	 	V  014 B	 	American Commercial Lines LLC	 	510852	 	 	852	 	 	Inactive in Use	 	[*]
	235
	 	V  017 B	 	American Commercial Lines LLC	 	510855	 	 	855	 	 	Inactive in Use	 	[*]
	236
	 	ACBL 3265	 	American Commercial Lines LLC	 	970864	 	 	864	 	 	Hopper- Owned	 	[*]
	237
	 	ACBL 3266	 	American Commercial Lines LLC	 	970865	 	 	865	 	 	Hopper- Owned	 	[*]
	238
	 	ACBL 3267	 	American Commercial Lines LLC	 	970866	 	 	866	 	 	Hopper- Owned	 	[*]
	239
	 	ACBL 3268	 	American Commercial Lines LLC	 	970867	 	 	867	 	 	Hopper- Owned	 	[*]
	240
	 	ACBL 3269	 	American Commercial Lines LLC	 	970868	 	 	868	 	 	Hopper- Owned	 	[*]
	241
	 	NM 120	 	American Commercial Lines LLC	 	560887	 	 	887	 	 	Hopper- Owned	 	[*]
	242
	 	CAPT. DONALD CREPPEL	 	American Commercial Lines LLC	 	630902	 	 	902	 	 	Boat	 	[*]
	243
	 	S.C. & N.O. 1462	 	American Commercial Lines LLC	 	290963	 	 	963	 	 	Inactive in Use	 	[*]
	244
	 	GLENN W. MCKINNEY	 	American Commercial Lines LLC	 	500965	 	 	965	 	 	Boat	 	[*]
	245
	 	S.C. & N.O. 1467	 	American Commercial Lines LLC	 	290968	 	 	968	 	 	Inactive in Use	 	[*]
	246
	 	BILL CARNEAL	 	American Commercial Lines LLC	 	610971	 	 	971	 	 	Boat	 	[*]
	247
	 	ACBL 300	 	American Commercial Lines LLC	 	641005	 	 	1005	 	 	Hopper- Owned	 	[*]
	248
	 	ACBL 307	 	American Commercial Lines LLC	 	641006	 	 	1006	 	 	Hopper- Owned	 	[*]
	249
	 	ACBL 305	 	American Commercial Lines LLC	 	641008	 	 	1008	 	 	Hopper- Owned	 	[*]
	250
	 	ATC 906	 	American Commercial Lines LLC	 	631017	 	 	1017	 	 	Hopper- Owned	 	[*]
	251
	 	ATC 908	 	American Commercial Lines LLC	 	631019	 	 	1019	 	 	Hopper- Owned	 	[*]
	252
	 	ATC 909	 	American Commercial Lines LLC	 	631020	 	 	1020	 	 	Hopper- Owned	 	[*]
	253
	 	ATC 910	 	American Commercial Lines LLC	 	631021	 	 	1021	 	 	Hopper- Owned	 	[*]
	254
	 	DONALD E. CLARK	 	American Commercial Lines LLC	 	621035	 	 	1035	 	 	Boat	 	[*]
	255
	 	ACBL 4326	 	American Commercial Lines LLC	 	631041	 	 	1041	 	 	Hopper- Owned	 	[*]
	256
	 	VLX 7730	 	American Commercial Lines LLC	 	581051	 	 	1051	 	 	Hopper- Owned	 	[*]
	257
	 	VLX 7734	 	American Commercial Lines LLC	 	581055	 	 	1055	 	 	Inactive in Use	 	[*]
	258
	 	SCC 800	 	American Commercial Lines LLC	 	951057	 	 	1057	 	 	Inactive in Use	 	[*]
	259
	 	VLX 7736	 	American Commercial Lines LLC	 	581057	 	 	1057	 	 	Hopper- Owned	 	[*]
	260
	 	SCC 801	 	American Commercial Lines LLC	 	951058	 	 	1058	 	 	Jumbo	 	[*]
	261
	 	VLX 7740	 	American Commercial Lines LLC	 	581061	 	 	1061	 	 	Inactive in Use	 	[*]
	262
	 	VLX 7744	 	American Commercial Lines LLC	 	581065	 	 	1065	 	 	Hopper- Owned	 	[*]
	263
	 	VLX 7745	 	American Commercial Lines LLC	 	581066	 	 	1066	 	 	Inactive in Use	 	[*]
	264
	 	VLX 7749	 	American Commercial Lines LLC	 	581070	 	 	1070	 	 	Inactive in Use	 	[*]
	265
	 	MIKE CHARLEVILLE	 	American Commercial Lines LLC	 	631078	 	 	1078	 	 	Boat	 	[*]
	266
	 	ACBL 1239	 	American Commercial Lines LLC	 	511086	 	 	1086	 	 	Inactive in Use	 	[*]
	267
	 	ACBL 1240	 	American Commercial Lines LLC	 	511087	 	 	1087	 	 	Inactive in Use	 	[*]
	268
	 	ACBL 5010	 	American Commercial Lines LLC	 	621119	 	 	1119	 	 	Hopper- Owned	 	[*]
	269
	 	ACBL 5011	 	American Commercial Lines LLC	 	621120	 	 	1120	 	 	Hopper- Owned	 	[*]
	270
	 	ACBL 5012	 	American Commercial Lines LLC	 	621121	 	 	1121	 	 	Hopper- Owned	 	[*]
	271
	 	ACBL 5013	 	American Commercial Lines LLC	 	621122	 	 	1122	 	 	Hopper- Owned	 	[*]
	272
	 	ACBL 5014	 	American Commercial Lines LLC	 	621123	 	 	1123	 	 	Hopper- Owned	 	[*]
	273
	 	ACBL 5015	 	American Commercial Lines LLC	 	621124	 	 	1124	 	 	Hopper- Owned	 	[*]
	274
	 	ACBL 5016	 	American Commercial Lines LLC	 	621125	 	 	1125	 	 	Hopper- Owned	 	[*]
	275
	 	ACBL 5017	 	American Commercial Lines LLC	 	621126	 	 	1126	 	 	Hopper- Owned	 	[*]
	276
	 	ACBL 5018	 	American Commercial Lines LLC	 	621127	 	 	1127	 	 	Hopper- Owned	 	[*]
	277
	 	ACBL 5019	 	American Commercial Lines LLC	 	621128	 	 	1128	 	 	Hopper- Owned	 	[*]
	278
	 	ACBL 5020	 	American Commercial Lines LLC	 	621129	 	 	1129	 	 	Hopper- Owned	 	[*]
	279
	 	ACBL 5021	 	American Commercial Lines LLC	 	621130	 	 	1130	 	 	Hopper- Owned	 	[*]
	280
	 	ACBL 5023	 	American Commercial Lines LLC	 	621132	 	 	1132	 	 	Hopper- Owned	 	[*]
	281
	 	ACBL 5024	 	American Commercial Lines LLC	 	621133	 	 	1133	 	 	Hopper- Owned	 	[*]
	282
	 	ACBL 6018	 	American Commercial Lines LLC	 	621134	 	 	1134	 	 	Hopper- Owned	 	[*]
	283
	 	ACBL 6019	 	American Commercial Lines LLC	 	621135	 	 	1135	 	 	Hopper- Owned	 	[*]
	284
	 	ACL 97004	 	American Commercial Lines LLC	 	1051135	 	 	1135	 	 	Hopper- Owned	 	[*]
	285
	 	ACL 97005	 	American Commercial Lines LLC	 	1051136	 	 	1136	 	 	Hopper- Owned	 	[*]
	286
	 	ACBL 6021	 	American Commercial Lines LLC	 	621137	 	 	1137	 	 	Hopper- Owned	 	[*]
	287
	 	ACL 97006	 	American Commercial Lines LLC	 	1051137	 	 	1137	 	 	Hopper- Owned	 	[*]
	288
	 	ACBL 6022	 	American Commercial Lines LLC	 	621138	 	 	1138	 	 	Hopper- Owned	 	[*]
	289
	 	ACL 97007	 	American Commercial Lines LLC	 	1051138	 	 	1138	 	 	Hopper- Owned	 	[*]
	290
	 	ACBL 6023	 	American Commercial Lines LLC	 	621139	 	 	1139	 	 	Hopper- Owned	 	[*]
	291
	 	ACL 97008	 	American Commercial Lines LLC	 	1051139	 	 	1139	 	 	Hopper- Owned	 	[*]
	292
	 	ACBL 6024	 	American Commercial Lines LLC	 	621140	 	 	1140	 	 	Hopper- Owned	 	[*]
	293
	 	ACL 97009	 	American Commercial Lines LLC	 	1051140	 	 	1140	 	 	Hopper- Owned	 	[*]
	294
	 	ACBL 6025	 	American Commercial Lines LLC	 	621141	 	 	1141	 	 	Hopper- Owned	 	[*]
	295
	 	ACL 9707B	 	American Commercial Lines LLC	 	1051141	 	 	1141	 	 	Hopper- Owned	 	[*]
	296
	 	ACBL 6026	 	American Commercial Lines LLC	 	621142	 	 	1142	 	 	Hopper- Owned	 	[*]
	297
	 	ACL 9708B	 	American Commercial Lines LLC	 	1051142	 	 	1142	 	 	Hopper- Owned	 	[*]
	298
	 	ACBL 6027	 	American Commercial Lines LLC	 	621143	 	 	1143	 	 	Hopper- Owned	 	[*]
	299
	 	ACL 9709B	 	American Commercial Lines LLC	 	1051143	 	 	1143	 	 	Hopper- Owned	 	[*]
	300
	 	ACBL 6028	 	American Commercial Lines LLC	 	621144	 	 	1144	 	 	Hopper- Owned	 	[*]
	301
	 	ACL 9710B	 	American Commercial Lines LLC	 	1051144	 	 	1144	 	 	Hopper- Owned	 	[*]
	302
	 	ACBL 6029	 	American Commercial Lines LLC	 	621145	 	 	1145	 	 	Hopper- Owned	 	[*]
	303
	 	ACL 9711B	 	American Commercial Lines LLC	 	1051145	 	 	1145	 	 	Hopper- Owned	 	[*]
	304
	 	ACBL 6030	 	American Commercial Lines LLC	 	621146	 	 	1146	 	 	Hopper- Owned	 	[*]
	305
	 	ACL 9712B	 	American Commercial Lines LLC	 	1051146	 	 	1146	 	 	Hopper- Owned	 	[*]
	306
	 	ACBL 6031	 	American Commercial Lines LLC	 	621147	 	 	1147	 	 	Hopper- Owned	 	[*]
	307
	 	ACL 9713B	 	American Commercial Lines LLC	 	1051147	 	 	1147	 	 	Hopper- Owned	 	[*]







 




			
	[*]	 	The asterisk denotes that confidential portions of this Schedule have been omitted in reliance
on rule 24b-2 of the Securities Exchange Act of 1934. The confidential portions have been
submitted separately to the Securities and Exchange Commission.





 









 










Schedule 4.01(h)(1) Towboats Barges and other Vessels — Owned





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Official	 	Terminal	 	 	 	Appraised  Asset 
	Vessel	 	Vessel Name	 	ACL Business Unit	 	Number	 	Number	 	Vessel Type	 	Value
	308
	 	ACBL 6032	 	American Commercial Lines LLC	 	621148	 	 	1148	 	 	Hopper- Owned	 	[*]
	309
	 	ACL 9714B	 	American Commercial Lines LLC	 	1051148	 	 	1148	 	 	Hopper- Owned	 	[*]
	310
	 	ACBL 6033	 	American Commercial Lines LLC	 	621149	 	 	1149	 	 	Hopper- Owned	 	[*]
	311
	 	ACL 9715B	 	American Commercial Lines LLC	 	1051149	 	 	1149	 	 	Hopper- Owned	 	[*]
	312
	 	ACBL 6034	 	American Commercial Lines LLC	 	621150	 	 	1150	 	 	Hopper- Owned	 	[*]
	313
	 	ACL 9716B	 	American Commercial Lines LLC	 	1051150	 	 	1150	 	 	Hopper- Owned	 	[*]
	314
	 	ACBL 6035	 	American Commercial Lines LLC	 	621151	 	 	1151	 	 	Hopper- Owned	 	[*]
	315
	 	ACBL 6036	 	American Commercial Lines LLC	 	621152	 	 	1152	 	 	Hopper- Owned	 	[*]
	316
	 	HINES 403 B	 	American Commercial Lines LLC	 	631152	 	 	1152	 	 	Oversized	 	[*]
	317
	 	ACBL 6037	 	American Commercial Lines LLC	 	621153	 	 	1153	 	 	Hopper- Owned	 	[*]
	318
	 	ACBL 6038	 	American Commercial Lines LLC	 	621154	 	 	1154	 	 	Hopper- Owned	 	[*]
	319
	 	ACBL 6039	 	American Commercial Lines LLC	 	621155	 	 	1155	 	 	Hopper- Owned	 	[*]
	320
	 	ACBL 6040	 	American Commercial Lines LLC	 	621156	 	 	1156	 	 	Hopper- Owned	 	[*]
	321
	 	ACBL 6042	 	American Commercial Lines LLC	 	621158	 	 	1158	 	 	Hopper- Owned	 	[*]
	322
	 	ACBL 6043	 	American Commercial Lines LLC	 	621159	 	 	1159	 	 	Hopper- Owned	 	[*]
	323
	 	ACBL 6044	 	American Commercial Lines LLC	 	621160	 	 	1160	 	 	Hopper- Owned	 	[*]
	324
	 	ACBL 6045	 	American Commercial Lines LLC	 	621161	 	 	1161	 	 	Hopper- Owned	 	[*]
	325
	 	ACBL 6046	 	American Commercial Lines LLC	 	621162	 	 	1162	 	 	Hopper- Owned	 	[*]
	326
	 	ACBL 6047	 	American Commercial Lines LLC	 	621163	 	 	1163	 	 	Hopper- Owned	 	[*]
	327
	 	ACBL 6048	 	American Commercial Lines LLC	 	621164	 	 	1164	 	 	Hopper- Owned	 	[*]
	328
	 	ACBL 6049	 	American Commercial Lines LLC	 	621165	 	 	1165	 	 	Hopper- Owned	 	[*]
	329
	 	VL 7751	 	American Commercial Lines LLC	 	581201	 	 	1201	 	 	Inactive	 	[*]
	330
	 	VL 7752	 	American Commercial Lines LLC	 	581202	 	 	1202	 	 	Hopper- Owned	 	[*]
	331
	 	VL 7755	 	American Commercial Lines LLC	 	581205	 	 	1205	 	 	Inactive in Use	 	[*]
	332
	 	CHEM 257	 	American Commercial Lines LLC	 	1071207	 	 	1207	 	 	Jumbo	 	[*]
	333
	 	VL 7757	 	American Commercial Lines LLC	 	581207	 	 	1207	 	 	Hopper- Owned	 	[*]
	334
	 	CHEM 258	 	American Commercial Lines LLC	 	1071208	 	 	1208	 	 	Jumbo	 	[*]
	335
	 	VL 7758	 	American Commercial Lines LLC	 	581208	 	 	1208	 	 	Inactive in Use	 	[*]
	336
	 	CHEM 259	 	American Commercial Lines LLC	 	1071209	 	 	1209	 	 	Jumbo	 	[*]
	337
	 	VL 7759	 	American Commercial Lines LLC	 	581209	 	 	1209	 	 	Inactive in Use	 	[*]
	338
	 	WARREN W. HINES	 	American Commercial Lines LLC	 	651210	 	 	1210	 	 	Boat	 	[*]
	339
	 	VL 7766	 	American Commercial Lines LLC	 	581216	 	 	1216	 	 	Inactive in Use	 	[*]
	340
	 	VL 7767	 	American Commercial Lines LLC	 	581217	 	 	1217	 	 	Inactive in Use	 	[*]
	341
	 	VL 7774	 	American Commercial Lines LLC	 	581224	 	 	1224	 	 	Inactive in Use	 	[*]
	342
	 	VL 7775	 	American Commercial Lines LLC	 	581225	 	 	1225	 	 	Inactive in Use	 	[*]
	343
	 	VL 7779	 	American Commercial Lines LLC	 	581229	 	 	1229	 	 	Inactive in Use	 	[*]
	344
	 	VL 7782	 	American Commercial Lines LLC	 	581232	 	 	1232	 	 	Hopper- Owned	 	[*]
	345
	 	VL 7787	 	American Commercial Lines LLC	 	581237	 	 	1237	 	 	Inactive in Use	 	[*]
	346
	 	ACBL 2711	 	American Commercial Lines LLC	 	521239	 	 	1239	 	 	Inactive in Use	 	[*]
	347
	 	ACBL 2719	 	American Commercial Lines LLC	 	521247	 	 	1247	 	 	Inactive in Use	 	[*]
	348
	 	ACBL 325X	 	American Commercial Lines LLC	 	601300	 	 	1300	 	 	Hopper- Owned	 	[*]
	349
	 	MISS KAE-D	 	American Commercial Lines LLC	 	581300	 	 	1300	 	 	Boat	 	[*]
	350
	 	ACBL 326X	 	American Commercial Lines LLC	 	601301	 	 	1301	 	 	Hopper- Owned	 	[*]
	351
	 	ACBL 327X	 	American Commercial Lines LLC	 	601302	 	 	1302	 	 	Hopper- Owned	 	[*]
	352
	 	ACBL 328X	 	American Commercial Lines LLC	 	601303	 	 	1303	 	 	Hopper- Owned	 	[*]
	353
	 	ACBL 329X	 	American Commercial Lines LLC	 	601304	 	 	1304	 	 	Hopper- Owned	 	[*]
	354
	 	ACBL 330X	 	American Commercial Lines LLC	 	601305	 	 	1305	 	 	Hopper- Owned	 	[*]
	355
	 	N.M.S. NO. 1408	 	American Commercial Lines LLC	 	591305	 	 	1305	 	 	Inactive	 	[*]
	356
	 	ACBL 331X	 	American Commercial Lines LLC	 	601306	 	 	1306	 	 	Hopper- Owned	 	[*]
	357
	 	N.M.S. NO. 1409	 	American Commercial Lines LLC	 	591306	 	 	1306	 	 	Inactive in Use	 	[*]
	358
	 	ACBL 333X	 	American Commercial Lines LLC	 	601308	 	 	1308	 	 	Hopper- Owned	 	[*]
	359
	 	ACBL 334X	 	American Commercial Lines LLC	 	601309	 	 	1309	 	 	Hopper- Owned	 	[*]
	360
	 	HINES 425B	 	American Commercial Lines LLC	 	961310	 	 	1310	 	 	Oversized	 	[*]
	361
	 	ACBL 1840	 	American Commercial Lines LLC	 	601380	 	 	1380	 	 	Hopper- Owned	 	[*]
	362
	 	ACBL 1841	 	American Commercial Lines LLC	 	601381	 	 	1381	 	 	Hopper- Owned	 	[*]
	363
	 	ACBL 1842	 	American Commercial Lines LLC	 	601382	 	 	1382	 	 	Hopper- Owned	 	[*]
	364
	 	ACBL 1843	 	American Commercial Lines LLC	 	601383	 	 	1383	 	 	Hopper- Owned	 	[*]
	365
	 	ACBL 1844	 	American Commercial Lines LLC	 	601384	 	 	1384	 	 	Hopper- Owned	 	[*]
	366
	 	ACBL 1845	 	American Commercial Lines LLC	 	601385	 	 	1385	 	 	Hopper- Owned	 	[*]
	367
	 	ACBL 1846	 	American Commercial Lines LLC	 	601386	 	 	1386	 	 	Hopper- Owned	 	[*]
	368
	 	ACBL 1847	 	American Commercial Lines LLC	 	601387	 	 	1387	 	 	Hopper- Owned	 	[*]
	369
	 	ACBL 1848	 	American Commercial Lines LLC	 	601388	 	 	1388	 	 	Hopper- Owned	 	[*]
	370
	 	JAMES ERMER	 	American Commercial Lines LLC	 	641398	 	 	1398	 	 	Boat	 	[*]
	371
	 	ACL 9993B	 	American Commercial Lines LLC	 	1091403	 	 	1403	 	 	Hopper- Owned	 	[*]
	372
	 	ACL 9994B	 	American Commercial Lines LLC	 	1091404	 	 	1404	 	 	Hopper- Owned	 	[*]
	373
	 	ACL 9995B	 	American Commercial Lines LLC	 	1091405	 	 	1405	 	 	Hopper- Owned	 	[*]
	374
	 	TPC 346	 	American Commercial Lines LLC	 	601441	 	 	1441	 	 	Hopper- Owned	 	[*]
	375
	 	TPC 347	 	American Commercial Lines LLC	 	601442	 	 	1442	 	 	Hopper- Owned	 	[*]
	376
	 	SCNO 7903	 	American Commercial Lines LLC	 	601463	 	 	1463	 	 	Hopper- Owned	 	[*]
	377
	 	SCNO 7905	 	American Commercial Lines LLC	 	601465	 	 	1465	 	 	Hopper- Owned	 	[*]
	378
	 	SCNO 7906	 	American Commercial Lines LLC	 	601466	 	 	1466	 	 	Hopper- Owned	 	[*]
	379
	 	SCNO 7907	 	American Commercial Lines LLC	 	601467	 	 	1467	 	 	Hopper- Owned	 	[*]
	380
	 	SCNO 7908	 	American Commercial Lines LLC	 	601468	 	 	1468	 	 	Hopper- Owned	 	[*]
	381
	 	SCNO 7909	 	American Commercial Lines LLC	 	601469	 	 	1469	 	 	Hopper- Owned	 	[*]
	382
	 	SCNO 7913	 	American Commercial Lines LLC	 	601473	 	 	1473	 	 	Hopper- Owned	 	[*]
	383
	 	SCNO 7914	 	American Commercial Lines LLC	 	601474	 	 	1474	 	 	Hopper- Owned	 	[*]
	384
	 	SCNO 7916	 	American Commercial Lines LLC	 	601476	 	 	1476	 	 	Hopper- Owned	 	[*]







 




			
	[*]	 	The asterisk denotes that confidential portions of this Schedule have been omitted in reliance
on rule 24b-2 of the Securities Exchange Act of 1934. The confidential portions have been
submitted separately to the Securities and Exchange Commission.





 









 











Schedule 4.01(h)(1) Towboats Barges and other Vessels — Owned




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Official	 	Terminal	 	 	 	Appraised  Asset 
	Vessel	 	Vessel Name	 	ACL Business Unit	 	Number	 	Number	 	Vessel Type	 	Value
	385
	 	SCNO 7918	 	American Commercial Lines LLC	 	601478	 	 	1478	 	 	Hopper- Owned	 	[*]
	386
	 	SCNO 7919	 	American Commercial Lines LLC	 	601479	 	 	1479	 	 	Hopper- Owned	 	[*]
	387
	 	SCNO 7922B	 	American Commercial Lines LLC	 	601482	 	 	1482	 	 	Hopper- Owned	 	[*]
	388
	 	SCNO 7923B	 	American Commercial Lines LLC	 	601483	 	 	1483	 	 	Hopper- Owned	 	[*]
	389
	 	SCNO 7924B	 	American Commercial Lines LLC	 	601484	 	 	1484	 	 	Hopper- Owned	 	[*]
	390
	 	SCNO 7925B	 	American Commercial Lines LLC	 	601485	 	 	1485	 	 	Hopper- Owned	 	[*]
	391
	 	SCNO 7926B	 	American Commercial Lines LLC	 	601486	 	 	1486	 	 	Hopper- Owned	 	[*]
	392
	 	SCNO 7927B	 	American Commercial Lines LLC	 	601487	 	 	1487	 	 	Hopper- Owned	 	[*]
	393
	 	SCNO 7929B	 	American Commercial Lines LLC	 	601489	 	 	1489	 	 	Hopper- Owned	 	[*]
	394
	 	SCNO 7930B	 	American Commercial Lines LLC	 	601490	 	 	1490	 	 	Hopper- Owned	 	[*]
	395
	 	SCNO 7931B	 	American Commercial Lines LLC	 	601491	 	 	1491	 	 	Hopper- Owned	 	[*]
	396
	 	SCNO 7932B	 	American Commercial Lines LLC	 	601492	 	 	1492	 	 	Hopper- Owned	 	[*]
	397
	 	SCNO 7933B	 	American Commercial Lines LLC	 	601493	 	 	1493	 	 	Hopper- Owned	 	[*]
	398
	 	SCNO 7934B	 	American Commercial Lines LLC	 	601494	 	 	1494	 	 	Hopper- Owned	 	[*]
	399
	 	SCNO 7935B	 	American Commercial Lines LLC	 	601495	 	 	1495	 	 	Hopper- Owned	 	[*]
	400
	 	DM 3001	 	American Commercial Lines LLC	 	641538	 	 	1538	 	 	Hopper- Owned	 	[*]
	401
	 	DM 3002	 	American Commercial Lines LLC	 	641539	 	 	1539	 	 	Hopper- Owned	 	[*]
	402
	 	DM 3003	 	American Commercial Lines LLC	 	641540	 	 	1540	 	 	Hopper- Owned	 	[*]
	403
	 	DM 3004	 	American Commercial Lines LLC	 	641541	 	 	1541	 	 	Hopper- Owned	 	[*]
	404
	 	DM 3005	 	American Commercial Lines LLC	 	641542	 	 	1542	 	 	Hopper- Owned	 	[*]
	405
	 	DM 3006	 	American Commercial Lines LLC	 	641543	 	 	1543	 	 	Hopper- Owned	 	[*]
	406
	 	DM 3007	 	American Commercial Lines LLC	 	641544	 	 	1544	 	 	Hopper- Owned	 	[*]
	407
	 	DM 3008	 	American Commercial Lines LLC	 	641545	 	 	1545	 	 	Hopper- Owned	 	[*]
	408
	 	DM 3009	 	American Commercial Lines LLC	 	641546	 	 	1546	 	 	Hopper- Owned	 	[*]
	409
	 	DM 3010	 	American Commercial Lines LLC	 	641547	 	 	1547	 	 	Hopper- Owned	 	[*]
	410
	 	DM 3011	 	American Commercial Lines LLC	 	641548	 	 	1548	 	 	Hopper- Owned	 	[*]
	411
	 	DM 3012	 	American Commercial Lines LLC	 	641549	 	 	1549	 	 	Hopper- Owned	 	[*]
	412
	 	DM 3013	 	American Commercial Lines LLC	 	641550	 	 	1550	 	 	Hopper- Owned	 	[*]
	413
	 	DM 3014	 	American Commercial Lines LLC	 	641551	 	 	1551	 	 	Hopper- Owned	 	[*]
	414
	 	DM 3015	 	American Commercial Lines LLC	 	641552	 	 	1552	 	 	Hopper- Owned	 	[*]
	415
	 	DM 3016	 	American Commercial Lines LLC	 	641553	 	 	1553	 	 	Hopper- Owned	 	[*]
	416
	 	DM 3017	 	American Commercial Lines LLC	 	641554	 	 	1554	 	 	Hopper- Owned	 	[*]
	417
	 	DM 3018	 	American Commercial Lines LLC	 	641555	 	 	1555	 	 	Hopper- Owned	 	[*]
	418
	 	DM 3019	 	American Commercial Lines LLC	 	641556	 	 	1556	 	 	Hopper- Owned	 	[*]
	419
	 	AL WEAVER  ex MIKE MARLIER	 	American Commercial Lines LLC	 	551557	 	 	1557	 	 	Boat	 	[*]
	420
	 	DM 3020	 	American Commercial Lines LLC	 	641557	 	 	1557	 	 	Hopper- Owned	 	[*]
	421
	 	DM 3021	 	American Commercial Lines LLC	 	641558	 	 	1558	 	 	Hopper- Owned	 	[*]
	422
	 	DM 3022	 	American Commercial Lines LLC	 	641559	 	 	1559	 	 	Hopper- Owned	 	[*]
	423
	 	DM 3023	 	American Commercial Lines LLC	 	641560	 	 	1560	 	 	Hopper- Owned	 	[*]
	424
	 	DM 3024	 	American Commercial Lines LLC	 	641561	 	 	1561	 	 	Hopper- Owned	 	[*]
	425
	 	DM 3025	 	American Commercial Lines LLC	 	641562	 	 	1562	 	 	Hopper- Owned	 	[*]
	426
	 	DM 3026	 	American Commercial Lines LLC	 	641563	 	 	1563	 	 	Hopper- Owned	 	[*]
	427
	 	DM 3027	 	American Commercial Lines LLC	 	641564	 	 	1564	 	 	Hopper- Owned	 	[*]
	428
	 	DM 3028	 	American Commercial Lines LLC	 	641565	 	 	1565	 	 	Hopper- Owned	 	[*]
	429
	 	ACBL 402	 	American Commercial Lines LLC	 	631566	 	 	1566	 	 	Hopper- Owned	 	[*]
	430
	 	DM 3029	 	American Commercial Lines LLC	 	641566	 	 	1566	 	 	Hopper- Owned	 	[*]
	431
	 	ACBL 403	 	American Commercial Lines LLC	 	631567	 	 	1567	 	 	Hopper- Owned	 	[*]
	432
	 	DM 3030	 	American Commercial Lines LLC	 	641567	 	 	1567	 	 	Hopper- Owned	 	[*]
	433
	 	DM 3031	 	American Commercial Lines LLC	 	641568	 	 	1568	 	 	Hopper- Owned	 	[*]
	434
	 	DM 3032	 	American Commercial Lines LLC	 	641569	 	 	1569	 	 	Hopper- Owned	 	[*]
	435
	 	DM 3033	 	American Commercial Lines LLC	 	641570	 	 	1570	 	 	Hopper- Owned	 	[*]
	436
	 	DM 3034	 	American Commercial Lines LLC	 	641571	 	 	1571	 	 	Hopper- Owned	 	[*]
	437
	 	ACBL 408	 	American Commercial Lines LLC	 	631572	 	 	1572	 	 	Hopper- Owned	 	[*]
	438
	 	DM 3035	 	American Commercial Lines LLC	 	641572	 	 	1572	 	 	Hopper- Owned	 	[*]
	439
	 	DM 3036	 	American Commercial Lines LLC	 	641573	 	 	1573	 	 	Hopper- Owned	 	[*]
	440
	 	DM 3037	 	American Commercial Lines LLC	 	641574	 	 	1574	 	 	Hopper- Owned	 	[*]
	441
	 	DM 3038	 	American Commercial Lines LLC	 	641575	 	 	1575	 	 	Hopper- Owned	 	[*]
	442
	 	DM 3039	 	American Commercial Lines LLC	 	641576	 	 	1576	 	 	Hopper- Owned	 	[*]
	443
	 	DM 3040	 	American Commercial Lines LLC	 	641577	 	 	1577	 	 	Hopper- Owned	 	[*]
	444
	 	ACBL 4132	 	American Commercial Lines LLC	 	631581	 	 	1581	 	 	Hopper- Owned	 	[*]
	445
	 	ACBL 4133	 	American Commercial Lines LLC	 	631582	 	 	1582	 	 	Hopper- Owned	 	[*]
	446
	 	ACBL 4345	 	American Commercial Lines LLC	 	631585	 	 	1585	 	 	Hopper- Owned	 	[*]
	447
	 	ACBL 4346	 	American Commercial Lines LLC	 	631586	 	 	1586	 	 	Hopper- Owned	 	[*]
	448
	 	ACBL 4147	 	American Commercial Lines LLC	 	631587	 	 	1587	 	 	Hopper- Owned	 	[*]
	449
	 	ACBL 4148	 	American Commercial Lines LLC	 	631588	 	 	1588	 	 	Hopper- Owned	 	[*]
	450
	 	ACBL 4347	 	American Commercial Lines LLC	 	631589	 	 	1589	 	 	Hopper- Owned	 	[*]
	451
	 	SUNFLOWER	 	American Commercial Lines LLC	 	551589	 	 	1589	 	 	Boat	 	[*]
	452
	 	ACBL 4149	 	American Commercial Lines LLC	 	631590	 	 	1590	 	 	Hopper- Owned	 	[*]
	453
	 	CCT 007	 	American Commercial Lines LLC	 	571597	 	 	1597	 	 	Inactive in Use	 	[*]
	454
	 	ACBL 4251	 	American Commercial Lines LLC	 	641603	 	 	1603	 	 	Hopper- Owned	 	[*]
	455
	 	CCT 13	 	American Commercial Lines LLC	 	571603	 	 	1603	 	 	Inactive in Use	 	[*]
	456
	 	JAMES G. HINES	 	American Commercial Lines LLC	 	561613	 	 	1613	 	 	Boat	 	[*]
	457
	 	WTT 0801	 	American Commercial Lines LLC	 	631618	 	 	1618	 	 	Hopper- Owned	 	[*]
	458
	 	WTT 0802	 	American Commercial Lines LLC	 	631619	 	 	1619	 	 	Hopper- Owned	 	[*]
	459
	 	WTT 0803	 	American Commercial Lines LLC	 	631620	 	 	1620	 	 	Hopper- Owned	 	[*]
	460
	 	WTT 0804	 	American Commercial Lines LLC	 	631621	 	 	1621	 	 	Hopper- Owned	 	[*]







 




			
	[*]	 	The asterisk denotes that confidential portions of this Schedule have been omitted in reliance
on rule 24b-2 of the Securities Exchange Act of 1934. The confidential portions have been
submitted separately to the Securities and Exchange Commission.





 









 










Schedule 4.01(h)(1) Towboats Barges and other Vessels — Owned





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Official	 	Terminal	 	 	 	Appraised  Asset 
	Vessel	 	Vessel Name	 	ACL Business Unit	 	Number	 	Number	 	Vessel Type	 	Value
	461
	 	JOSEPH M. HAMILTON  ex PERE MARQUETTE	 	American Commercial Lines LLC	 	571622	 	 	1622	 	 	Boat	 	[*]
	462
	 	WTT 0805	 	American Commercial Lines LLC	 	631622	 	 	1622	 	 	Hopper- Owned	 	[*]
	463
	 	WTT 0807	 	American Commercial Lines LLC	 	631624	 	 	1624	 	 	Hopper- Owned	 	[*]
	464
	 	WTT 0808	 	American Commercial Lines LLC	 	631625	 	 	1625	 	 	Hopper- Owned	 	[*]
	465
	 	WTT 0809	 	American Commercial Lines LLC	 	631626	 	 	1626	 	 	Hopper- Owned	 	[*]
	466
	 	WTT 0810	 	American Commercial Lines LLC	 	631627	 	 	1627	 	 	Hopper- Owned	 	[*]
	467
	 	WTT 0811	 	American Commercial Lines LLC	 	631628	 	 	1628	 	 	Hopper- Owned	 	[*]
	468
	 	WTT 0812	 	American Commercial Lines LLC	 	631629	 	 	1629	 	 	Hopper- Owned	 	[*]
	469
	 	WTT 0813	 	American Commercial Lines LLC	 	631630	 	 	1630	 	 	Hopper- Owned	 	[*]
	470
	 	WTT 0814	 	American Commercial Lines LLC	 	631631	 	 	1631	 	 	Hopper- Owned	 	[*]
	471
	 	DERRELLL MCKINNEY	 	American Commercial Lines LLC	 	641632	 	 	1632	 	 	Boat	 	[*]
	472
	 	WTT 0815	 	American Commercial Lines LLC	 	631632	 	 	1632	 	 	Hopper- Owned	 	[*]
	473
	 	WTT 0816	 	American Commercial Lines LLC	 	631633	 	 	1633	 	 	Hopper- Owned	 	[*]
	474
	 	WTT 0817	 	American Commercial Lines LLC	 	631634	 	 	1634	 	 	Hopper- Owned	 	[*]
	475
	 	WTT 0818	 	American Commercial Lines LLC	 	631635	 	 	1635	 	 	Hopper- Owned	 	[*]
	476
	 	WTT 0820	 	American Commercial Lines LLC	 	631637	 	 	1637	 	 	Hopper- Owned	 	[*]
	477
	 	WTT 0821	 	American Commercial Lines LLC	 	631638	 	 	1638	 	 	Hopper- Owned	 	[*]
	478
	 	WTT 0822	 	American Commercial Lines LLC	 	631639	 	 	1639	 	 	Hopper- Owned	 	[*]
	479
	 	WTT 0823	 	American Commercial Lines LLC	 	631640	 	 	1640	 	 	Hopper- Owned	 	[*]
	480
	 	WTT 0824	 	American Commercial Lines LLC	 	631641	 	 	1641	 	 	Hopper- Owned	 	[*]
	481
	 	WTT 0825	 	American Commercial Lines LLC	 	631642	 	 	1642	 	 	Hopper- Owned	 	[*]
	482
	 	WTT 0826	 	American Commercial Lines LLC	 	631643	 	 	1643	 	 	Hopper- Owned	 	[*]
	483
	 	WTT 0827	 	American Commercial Lines LLC	 	631644	 	 	1644	 	 	Hopper- Owned	 	[*]
	484
	 	WTT 0829	 	American Commercial Lines LLC	 	631646	 	 	1646	 	 	Hopper- Owned	 	[*]
	485
	 	WTT 0830	 	American Commercial Lines LLC	 	631647	 	 	1647	 	 	Hopper- Owned	 	[*]
	486
	 	WTT 0832	 	American Commercial Lines LLC	 	631649	 	 	1649	 	 	Hopper- Owned	 	[*]
	487
	 	WTT 0833	 	American Commercial Lines LLC	 	631650	 	 	1650	 	 	Hopper- Owned	 	[*]
	488
	 	WTT 0834	 	American Commercial Lines LLC	 	631651	 	 	1651	 	 	Hopper- Owned	 	[*]
	489
	 	WTT 0835	 	American Commercial Lines LLC	 	631652	 	 	1652	 	 	Hopper- Owned	 	[*]
	490
	 	WTT 0836	 	American Commercial Lines LLC	 	631653	 	 	1653	 	 	Hopper- Owned	 	[*]
	491
	 	WTT 0837	 	American Commercial Lines LLC	 	631654	 	 	1654	 	 	Hopper- Owned	 	[*]
	492
	 	WTT 0838	 	American Commercial Lines LLC	 	631655	 	 	1655	 	 	Hopper- Owned	 	[*]
	493
	 	WTT 0839	 	American Commercial Lines LLC	 	631656	 	 	1656	 	 	Hopper- Owned	 	[*]
	494
	 	WTT 0840	 	American Commercial Lines LLC	 	631657	 	 	1657	 	 	Hopper- Owned	 	[*]
	495
	 	WTT 0841	 	American Commercial Lines LLC	 	631658	 	 	1658	 	 	Hopper- Owned	 	[*]
	496
	 	WTT 0842	 	American Commercial Lines LLC	 	631659	 	 	1659	 	 	Hopper- Owned	 	[*]
	497
	 	WTT 0843	 	American Commercial Lines LLC	 	631660	 	 	1660	 	 	Hopper- Owned	 	[*]
	498
	 	WTT 0844	 	American Commercial Lines LLC	 	631661	 	 	1661	 	 	Hopper- Owned	 	[*]
	499
	 	WTT 0845	 	American Commercial Lines LLC	 	631662	 	 	1662	 	 	Hopper- Owned	 	[*]
	500
	 	WTT 0846	 	American Commercial Lines LLC	 	631663	 	 	1663	 	 	Hopper- Owned	 	[*]
	501
	 	WTT 0847	 	American Commercial Lines LLC	 	631664	 	 	1664	 	 	Hopper- Owned	 	[*]
	502
	 	WTT 0848	 	American Commercial Lines LLC	 	631665	 	 	1665	 	 	Hopper- Owned	 	[*]
	503
	 	CHEM 155	 	American Commercial Lines LLC	 	981666	 	 	1666	 	 	Jumbo	 	[*]
	504
	 	WTT 0849	 	American Commercial Lines LLC	 	631666	 	 	1666	 	 	Hopper- Owned	 	[*]
	505
	 	WTT 0850	 	American Commercial Lines LLC	 	631667	 	 	1667	 	 	Hopper- Owned	 	[*]
	506
	 	ACBL 4300	 	American Commercial Lines LLC	 	631669	 	 	1669	 	 	Hopper- Owned	 	[*]
	507
	 	ACBL 4301	 	American Commercial Lines LLC	 	631670	 	 	1670	 	 	Hopper- Owned	 	[*]
	508
	 	TA 2004B	 	American Commercial Lines LLC	 	631673	 	 	1673	 	 	Hopper- Owned	 	[*]
	509
	 	TA 2006B	 	American Commercial Lines LLC	 	631675	 	 	1675	 	 	Hopper- Owned	 	[*]
	510
	 	TA 2008B	 	American Commercial Lines LLC	 	631677	 	 	1677	 	 	Inactive in Use	 	[*]
	511
	 	CCT 189	 	American Commercial Lines LLC	 	621684	 	 	1684	 	 	Hopper- Owned	 	[*]
	512
	 	CCT 190	 	American Commercial Lines LLC	 	621685	 	 	1685	 	 	Hopper- Owned	 	[*]
	513
	 	CCT 192	 	American Commercial Lines LLC	 	621687	 	 	1687	 	 	Hopper- Owned	 	[*]
	514
	 	CCT 193	 	American Commercial Lines LLC	 	621688	 	 	1688	 	 	Hopper- Owned	 	[*]
	515
	 	CCT 282	 	American Commercial Lines LLC	 	641692	 	 	1692	 	 	Hopper- Owned	 	[*]
	516
	 	CCT 283	 	American Commercial Lines LLC	 	641693	 	 	1693	 	 	Hopper- Owned	 	[*]
	517
	 	CCT 284	 	American Commercial Lines LLC	 	641694	 	 	1694	 	 	Hopper- Owned	 	[*]
	518
	 	ACL 01163	 	American Commercial Lines LLC	 	1121695	 	 	1695	 	 	Fiberglass Lift Covers, Rake Hull	 	[*]
	519
	 	CCT 285	 	American Commercial Lines LLC	 	641695	 	 	1695	 	 	Hopper- Owned	 	[*]
	520
	 	ACL 01164	 	American Commercial Lines LLC	 	1121696	 	 	1696	 	 	Fiberglass Lift Covers, Rake Hull	 	[*]
	521
	 	CCT 286	 	American Commercial Lines LLC	 	641696	 	 	1696	 	 	Hopper- Owned	 	[*]
	522
	 	ACL 01165	 	American Commercial Lines LLC	 	1121697	 	 	1697	 	 	Fiberglass Lift Covers, Rake Hull	 	[*]
	523
	 	ACL 01166	 	American Commercial Lines LLC	 	1121698	 	 	1698	 	 	Fiberglass Lift Covers, Rake Hull	 	[*]
	524
	 	ACL 01170	 	American Commercial Lines LLC	 	1121699	 	 	1699	 	 	Fiberglass Lift Covers, Rake Hull	 	[*]
	525
	 	ACL 01171	 	American Commercial Lines LLC	 	1121700	 	 	1700	 	 	Fiberglass Lift Covers, Rake Hull	 	[*]
	526
	 	ACL 01172	 	American Commercial Lines LLC	 	1121701	 	 	1701	 	 	Fiberglass Lift Covers, Rake Hull	 	[*]
	527
	 	ACL 01173	 	American Commercial Lines LLC	 	1121702	 	 	1702	 	 	Fiberglass Lift Covers, Rake Hull	 	[*]
	528
	 	ACL 01174	 	American Commercial Lines LLC	 	1121703	 	 	1703	 	 	Fiberglass Lift Covers, Rake Hull	 	[*]
	529
	 	ACL 01175	 	American Commercial Lines LLC	 	1121704	 	 	1704	 	 	Fiberglass Lift Covers, Rake Hull	 	[*]
	530
	 	ACL 01176	 	American Commercial Lines LLC	 	1121705	 	 	1705	 	 	Fiberglass Lift Covers, Rake Hull	 	[*]
	531
	 	ACL 01177	 	American Commercial Lines LLC	 	1121706	 	 	1706	 	 	Fiberglass Lift Covers, Rake Hull	 	[*]
	532
	 	ACL 01178	 	American Commercial Lines LLC	 	1121707	 	 	1707	 	 	Fiberglass Lift Covers, Rake Hull	 	[*]
	533
	 	ACL 01179	 	American Commercial Lines LLC	 	1121708	 	 	1708	 	 	Fiberglass Lift Covers, Rake Hull	 	[*]
	534
	 	ACL 01180	 	American Commercial Lines LLC	 	1121709	 	 	1709	 	 	Fiberglass Lift Covers, Rake Hull	 	[*]
	535
	 	ACL 01181	 	American Commercial Lines LLC	 	1121710	 	 	1710	 	 	Fiberglass Lift Covers, Rake Hull	 	[*]
	536
	 	ACL 01182	 	American Commercial Lines LLC	 	1121711	 	 	1711	 	 	Fiberglass Lift Covers, Rake Hull	 	[*]







 




			
	[*]	 	The asterisk denotes that confidential portions of this Schedule have been omitted in reliance
on rule 24b-2 of the Securities Exchange Act of 1934. The confidential portions have been
submitted separately to the Securities and Exchange Commission.





 









 










Schedule 4.01(h)(1) Towboats Barges and other Vessels — Owned





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Official	 	Terminal	 	 	 	Appraised  Asset 
	Vessel	 	Vessel Name	 	ACL Business Unit	 	Number	 	Number	 	Vessel Type	 	Value
	537
	 	ACL 01183	 	American Commercial Lines LLC	 	1121712	 	 	1712	 	 	Fiberglass Lift Covers, Rake Hull	 	[*]
	538
	 	ACL 01184	 	American Commercial Lines LLC	 	1121713	 	 	1713	 	 	Fiberglass Lift Covers, Rake Hull	 	[*]
	539
	 	ACL 01185	 	American Commercial Lines LLC	 	1121714	 	 	1714	 	 	Fiberglass Lift Covers, Rake Hull	 	[*]
	540
	 	HINES 436	 	American Commercial Lines LLC	 	661714	 	 	1714	 	 	Oversized	 	[*]
	541
	 	ACL 01186	 	American Commercial Lines LLC	 	1121715	 	 	1715	 	 	Fiberglass Lift Covers, Rake Hull	 	[*]
	542
	 	ACL 01187	 	American Commercial Lines LLC	 	1121716	 	 	1716	 	 	Fiberglass Lift Covers, Rake Hull	 	[*]
	543
	 	ACL 01188	 	American Commercial Lines LLC	 	1121717	 	 	1717	 	 	Fiberglass Lift Covers, Rake Hull	 	[*]
	544
	 	ACL 01189	 	American Commercial Lines LLC	 	1121718	 	 	1718	 	 	Fiberglass Lift Covers, Rake Hull	 	[*]
	545
	 	ACL 01190	 	American Commercial Lines LLC	 	1121719	 	 	1719	 	 	Fiberglass Lift Covers, Rake Hull	 	[*]
	546
	 	ACL 01191	 	American Commercial Lines LLC	 	1121720	 	 	1720	 	 	Fiberglass Lift Covers, Rake Hull	 	[*]
	547
	 	ACBL 4080	 	American Commercial Lines LLC	 	621721	 	 	1721	 	 	Hopper- Owned	 	[*]
	548
	 	ACL 01192	 	American Commercial Lines LLC	 	1121721	 	 	1721	 	 	Fiberglass Lift Covers, Rake Hull	 	[*]
	549
	 	ACL 01193	 	American Commercial Lines LLC	 	1121722	 	 	1722	 	 	Fiberglass Lift Covers, Rake Hull	 	[*]
	550
	 	ACL 01194	 	American Commercial Lines LLC	 	1121723	 	 	1723	 	 	Fiberglass Lift Covers, Rake Hull	 	[*]
	551
	 	ACL 01195	 	American Commercial Lines LLC	 	1121724	 	 	1724	 	 	Fiberglass Lift Covers, Rake Hull	 	[*]
	552
	 	ACL 01196	 	American Commercial Lines LLC	 	1121725	 	 	1725	 	 	Fiberglass Lift Covers, Rake Hull	 	[*]
	553
	 	ACL 01197	 	American Commercial Lines LLC	 	1121726	 	 	1726	 	 	Fiberglass Lift Covers, Rake Hull	 	[*]
	554
	 	ACL 01198	 	American Commercial Lines LLC	 	1121727	 	 	1727	 	 	Fiberglass Lift Covers, Rake Hull	 	[*]
	555
	 	ACL 01199	 	American Commercial Lines LLC	 	1121728	 	 	1728	 	 	Fiberglass Lift Covers, Rake Hull	 	[*]
	556
	 	ACL 01700	 	American Commercial Lines LLC	 	1121729	 	 	1729	 	 	Fiberglass Lift Covers, Rake Hull	 	[*]
	557
	 	ACL 01701	 	American Commercial Lines LLC	 	1121730	 	 	1730	 	 	Fiberglass Lift Covers, Rake Hull	 	[*]
	558
	 	ACL 01702	 	American Commercial Lines LLC	 	1121731	 	 	1731	 	 	Fiberglass Lift Covers, Rake Hull	 	[*]
	559
	 	ACL 01703	 	American Commercial Lines LLC	 	1121732	 	 	1732	 	 	Fiberglass Lift Covers, Rake Hull	 	[*]
	560
	 	ACL 01704	 	American Commercial Lines LLC	 	1121733	 	 	1733	 	 	Fiberglass Lift Covers, Rake Hull	 	[*]
	561
	 	ACL 01705	 	American Commercial Lines LLC	 	1121734	 	 	1734	 	 	Fiberglass Lift Covers, Rake Hull	 	[*]
	562
	 	ACL 01706	 	American Commercial Lines LLC	 	1121735	 	 	1735	 	 	Fiberglass Lift Covers, Rake Hull	 	[*]
	563
	 	ACL 01707	 	American Commercial Lines LLC	 	1121736	 	 	1736	 	 	Fiberglass Lift Covers, Rake Hull	 	[*]
	564
	 	ACL 01708	 	American Commercial Lines LLC	 	1121737	 	 	1737	 	 	Fiberglass Lift Covers, Rake Hull	 	[*]
	565
	 	ACL 01709	 	American Commercial Lines LLC	 	1121738	 	 	1738	 	 	Fiberglass Lift Covers, Rake Hull	 	[*]
	566
	 	ACL 01710	 	American Commercial Lines LLC	 	1121739	 	 	1739	 	 	Fiberglass Lift Covers, Rake Hull	 	[*]
	567
	 	ACL 01711	 	American Commercial Lines LLC	 	1121740	 	 	1740	 	 	Fiberglass Lift Covers, Rake Hull	 	[*]
	568
	 	ACL 01712	 	American Commercial Lines LLC	 	1121741	 	 	1741	 	 	Fiberglass Lift Covers, Rake Hull	 	[*]
	569
	 	ACL 01713	 	American Commercial Lines LLC	 	1121742	 	 	1742	 	 	Fiberglass Lift Covers, Rake Hull	 	[*]
	570
	 	ACL 01714	 	American Commercial Lines LLC	 	1121743	 	 	1743	 	 	Fiberglass Lift Covers, Rake Hull	 	[*]
	571
	 	ACL 01715	 	American Commercial Lines LLC	 	1121744	 	 	1744	 	 	Fiberglass Lift Covers, Rake Hull	 	[*]
	572
	 	ACL 01716	 	American Commercial Lines LLC	 	1121745	 	 	1745	 	 	Fiberglass Lift Covers, Rake Hull	 	[*]
	573
	 	ACL 01717	 	American Commercial Lines LLC	 	1121746	 	 	1746	 	 	Fiberglass Lift Covers, Rake Hull	 	[*]
	574
	 	ACL 01718	 	American Commercial Lines LLC	 	1121747	 	 	1747	 	 	Fiberglass Lift Covers, Rake Hull	 	[*]
	575
	 	ACL 01719	 	American Commercial Lines LLC	 	1121748	 	 	1748	 	 	Fiberglass Lift Covers, Rake Hull	 	[*]
	576
	 	ACL 01720	 	American Commercial Lines LLC	 	1121749	 	 	1749	 	 	Fiberglass Lift Covers, Rake Hull	 	[*]
	577
	 	ACL 01721	 	American Commercial Lines LLC	 	1121750	 	 	1750	 	 	Fiberglass Lift Covers, Rake Hull	 	[*]
	578
	 	ACL 01722	 	American Commercial Lines LLC	 	1121751	 	 	1751	 	 	Fiberglass Lift Covers, Rake Hull	 	[*]
	579
	 	ACL 01723	 	American Commercial Lines LLC	 	1121752	 	 	1752	 	 	Fiberglass Lift Covers, Rake Hull	 	[*]
	580
	 	ACL 01724	 	American Commercial Lines LLC	 	1121753	 	 	1753	 	 	Fiberglass Lift Covers, Rake Hull	 	[*]
	581
	 	JUDI	 	American Commercial Lines LLC	 	641764	 	 	1764	 	 	Boat	 	[*]
	582
	 	ACBL 4302	 	American Commercial Lines LLC	 	631794	 	 	1794	 	 	Hopper- Owned	 	[*]
	583
	 	ACBL 4303	 	American Commercial Lines LLC	 	631795	 	 	1795	 	 	Hopper- Owned	 	[*]
	584
	 	FRANK HAENDIGES	 	American Commercial Lines LLC	 	551830	 	 	1830	 	 	Boat	 	[*]
	585
	 	ACBL 4343	 	American Commercial Lines LLC	 	631858	 	 	1858	 	 	Hopper- Owned	 	[*]
	586
	 	ACBL 4344	 	American Commercial Lines LLC	 	631859	 	 	1859	 	 	Hopper- Owned	 	[*]
	587
	 	KELLY HOLSTON	 	American Commercial Lines LLC	 	641865	 	 	1865	 	 	Boat	 	[*]
	588
	 	DM 1301	 	American Commercial Lines LLC	 	531866	 	 	1866	 	 	Inactive in Use	 	[*]
	589
	 	DM 1302	 	American Commercial Lines LLC	 	531867	 	 	1867	 	 	Inactive in Use	 	[*]
	590
	 	DM 1303	 	American Commercial Lines LLC	 	531868	 	 	1868	 	 	Inactive in Use	 	[*]
	591
	 	DM 1306	 	American Commercial Lines LLC	 	531871	 	 	1871	 	 	Inactive in Use	 	[*]
	592
	 	LEWIS A. ENLOW	 	American Commercial Lines LLC	 	561873	 	 	1873	 	 	Boat	 	[*]
	593
	 	ACBL 4209	 	American Commercial Lines LLC	 	621879	 	 	1879	 	 	Hopper- Owned	 	[*]
	594
	 	ACBL 4210	 	American Commercial Lines LLC	 	621880	 	 	1880	 	 	Hopper- Owned	 	[*]
	595
	 	ACBL 4211	 	American Commercial Lines LLC	 	621881	 	 	1881	 	 	Hopper- Owned	 	[*]
	596
	 	ACBL 4245	 	American Commercial Lines LLC	 	621883	 	 	1883	 	 	Hopper- Owned	 	[*]
	597
	 	CHEM 300	 	American Commercial Lines LLC	 	511889	 	 	1889	 	 	Oversized	 	[*]
	598
	 	CHEM 302	 	American Commercial Lines LLC	 	511891	 	 	1891	 	 	Oversized	 	[*]
	599
	 	CHEM 303	 	American Commercial Lines LLC	 	511892	 	 	1892	 	 	Oversized	 	[*]
	600
	 	ACBL 2915	 	American Commercial Lines LLC	 	571931	 	 	1931	 	 	Hopper- Owned	 	[*]
	601
	 	ACBL 2917	 	American Commercial Lines LLC	 	571933	 	 	1933	 	 	Inactive in Use	 	[*]
	602
	 	ACBL 2918	 	American Commercial Lines LLC	 	571934	 	 	1934	 	 	Hopper- Owned	 	[*]
	603
	 	ACBL 2923	 	American Commercial Lines LLC	 	571939	 	 	1939	 	 	Hopper- Owned	 	[*]
	604
	 	ACBL 2928	 	American Commercial Lines LLC	 	571944	 	 	1944	 	 	Hopper- Owned	 	[*]
	605
	 	ACBL 2930	 	American Commercial Lines LLC	 	571946	 	 	1946	 	 	Hopper- Owned	 	[*]
	606
	 	ACBL 2931	 	American Commercial Lines LLC	 	571947	 	 	1947	 	 	Hopper- Owned	 	[*]
	607
	 	ACBL 2936	 	American Commercial Lines LLC	 	571952	 	 	1952	 	 	Inactive in Use	 	[*]
	608
	 	ACBL 2938	 	American Commercial Lines LLC	 	571954	 	 	1954	 	 	Hopper- Owned	 	[*]
	609
	 	ACBL 3270	 	American Commercial Lines LLC	 	971954	 	 	1954	 	 	Hopper- Owned	 	[*]
	610
	 	ACBL 2939	 	American Commercial Lines LLC	 	571955	 	 	1955	 	 	Inactive in Use	 	[*]
	611
	 	ACBL 2940	 	American Commercial Lines LLC	 	571956	 	 	1956	 	 	Hopper- Owned	 	[*]
	612
	 	ACBL 3272	 	American Commercial Lines LLC	 	971956	 	 	1956	 	 	Hopper- Owned	 	[*]
	613
	 	ACBL 3273	 	American Commercial Lines LLC	 	971957	 	 	1957	 	 	Hopper- Owned	 	[*]







 




			
	[*]	 	The asterisk denotes that confidential portions of this Schedule have been omitted in reliance
on rule 24b-2 of the Securities Exchange Act of 1934. The confidential portions have been
submitted separately to the Securities and Exchange Commission.





 









 










Schedule 4.01(h)(1) Towboats Barges and other Vessels — Owned





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Official	 	Terminal	 	 	 	Appraised  Asset 
	Vessel	 	Vessel Name	 	ACL Business Unit	 	Number	 	Number	 	Vessel Type	 	Value
	614
	 	TTBL 4009	 	American Commercial Lines LLC	 	611977	 	 	1977	 	 	Hopper- Owned	 	[*]
	615
	 	TTBL 4010	 	American Commercial Lines LLC	 	611978	 	 	1978	 	 	Hopper- Owned	 	[*]
	616
	 	TTBL 4011	 	American Commercial Lines LLC	 	611979	 	 	1979	 	 	Hopper- Owned	 	[*]
	617
	 	TTBL 4012	 	American Commercial Lines LLC	 	611980	 	 	1980	 	 	Hopper- Owned	 	[*]
	618
	 	TTBL 4013	 	American Commercial Lines LLC	 	611981	 	 	1981	 	 	Hopper- Owned	 	[*]
	619
	 	906	 	American Commercial Lines LLC	 	501985	 	 	1985	 	 	Inactive in Use	 	[*]
	620
	 	ACL 9717B	 	American Commercial Lines LLC	 	1052005	 	 	2005	 	 	Hopper- Owned	 	[*]
	621
	 	ACL 9718B	 	American Commercial Lines LLC	 	1052006	 	 	2006	 	 	Hopper- Owned	 	[*]
	622
	 	ACL 9719B	 	American Commercial Lines LLC	 	1052007	 	 	2007	 	 	Hopper- Owned	 	[*]
	623
	 	ACL 9720B	 	American Commercial Lines LLC	 	1052008	 	 	2008	 	 	Hopper- Owned	 	[*]
	624
	 	ACL 9721B	 	American Commercial Lines LLC	 	1052009	 	 	2009	 	 	Hopper- Owned	 	[*]
	625
	 	S.C. & N.O. 1498	 	American Commercial Lines LLC	 	502009	 	 	2009	 	 	Inactive in Use	 	[*]
	626
	 	ACL 9722B	 	American Commercial Lines LLC	 	1052013	 	 	2013	 	 	Hopper- Owned	 	[*]
	627
	 	S.C. & N.O. 2405	 	American Commercial Lines LLC	 	502015	 	 	2015	 	 	Inactive in Use	 	[*]
	628
	 	ACL 9723B	 	American Commercial Lines LLC	 	1052016	 	 	2016	 	 	Hopper- Owned	 	[*]
	629
	 	ACL 9724B	 	American Commercial Lines LLC	 	1052018	 	 	2018	 	 	Hopper- Owned	 	[*]
	630
	 	ACL 9725B	 	American Commercial Lines LLC	 	1052020	 	 	2020	 	 	Hopper- Owned	 	[*]
	631
	 	ACL 9726B	 	American Commercial Lines LLC	 	1052023	 	 	2023	 	 	Hopper- Owned	 	[*]
	632
	 	ACL 9737B	 	American Commercial Lines LLC	 	1052037	 	 	2037	 	 	Hopper- Owned	 	[*]
	633
	 	ACL 9738B	 	American Commercial Lines LLC	 	1052038	 	 	2038	 	 	Hopper- Owned	 	[*]
	634
	 	ACL 9739B	 	American Commercial Lines LLC	 	1052039	 	 	2039	 	 	Hopper- Owned	 	[*]
	635
	 	ACL 9740B	 	American Commercial Lines LLC	 	1052040	 	 	2040	 	 	Hopper- Owned	 	[*]
	636
	 	ACL 9741B	 	American Commercial Lines LLC	 	1052041	 	 	2041	 	 	Hopper- Owned	 	[*]
	637
	 	ACL 9742B	 	American Commercial Lines LLC	 	1052042	 	 	2042	 	 	Hopper- Owned	 	[*]
	638
	 	ACL 9743B	 	American Commercial Lines LLC	 	1052043	 	 	2043	 	 	Hopper- Owned	 	[*]
	639
	 	ACL 9744B	 	American Commercial Lines LLC	 	1052044	 	 	2044	 	 	Hopper- Owned	 	[*]
	640
	 	ACL 9745B	 	American Commercial Lines LLC	 	1052045	 	 	2045	 	 	Hopper- Owned	 	[*]
	641
	 	ACL 9746B	 	American Commercial Lines LLC	 	1052046	 	 	2046	 	 	Hopper- Owned	 	[*]
	642
	 	ACL 9727B	 	American Commercial Lines LLC	 	1052047	 	 	2047	 	 	Hopper- Owned	 	[*]
	643
	 	ACL 9728B	 	American Commercial Lines LLC	 	1052048	 	 	2048	 	 	Hopper- Owned	 	[*]
	644
	 	ACL 9729B	 	American Commercial Lines LLC	 	1052049	 	 	2049	 	 	Hopper- Owned	 	[*]
	645
	 	ACL 9730B	 	American Commercial Lines LLC	 	1052050	 	 	2050	 	 	Hopper- Owned	 	[*]
	646
	 	ACL 9731B	 	American Commercial Lines LLC	 	1052051	 	 	2051	 	 	Hopper- Owned	 	[*]
	647
	 	ACL 9732B	 	American Commercial Lines LLC	 	1052052	 	 	2052	 	 	Hopper- Owned	 	[*]
	648
	 	ACL 9733B	 	American Commercial Lines LLC	 	1052053	 	 	2053	 	 	Hopper- Owned	 	[*]
	649
	 	ACL 9734B	 	American Commercial Lines LLC	 	1052054	 	 	2054	 	 	Hopper- Owned	 	[*]
	650
	 	ACL 9735B	 	American Commercial Lines LLC	 	1052055	 	 	2055	 	 	Hopper- Owned	 	[*]
	651
	 	ACL 9736B	 	American Commercial Lines LLC	 	1052056	 	 	2056	 	 	Hopper- Owned	 	[*]
	652
	 	RON SHANKIN	 	American Commercial Lines LLC	 	562078	 	 	2078	 	 	Boat	 	[*]
	653
	 	CHEM 1126	 	American Commercial Lines LLC	 	632079	 	 	2079	 	 	Jumbo	 	[*]
	654
	 	DELMAR JAEGER	 	American Commercial Lines LLC	 	582087	 	 	2087	 	 	Boat	 	[*]
	655
	 	ACBL 4134	 	American Commercial Lines LLC	 	632102	 	 	2102	 	 	Hopper- Owned	 	[*]
	656
	 	ACL 06600	 	American Commercial Lines LLC	 	1182130	 	 	2130	 	 	Steel Roll Covers, Box Hull	 	[*]
	657
	 	ACL 06601	 	American Commercial Lines LLC	 	1182131	 	 	2131	 	 	Steel Roll Covers, Box Hull	 	[*]
	658
	 	ACL 06602	 	American Commercial Lines LLC	 	1182132	 	 	2132	 	 	Steel Roll Covers, Box Hull	 	[*]
	659
	 	ACL 06603	 	American Commercial Lines LLC	 	1182133	 	 	2133	 	 	Steel Roll Covers, Box Hull	 	[*]
	660
	 	ACL 06604	 	American Commercial Lines LLC	 	1182134	 	 	2134	 	 	Steel Roll Covers, Box Hull	 	[*]
	661
	 	ACL 06605	 	American Commercial Lines LLC	 	1182135	 	 	2135	 	 	Steel Roll Covers, Box Hull	 	[*]
	662
	 	ACL 06606	 	American Commercial Lines LLC	 	1182136	 	 	2136	 	 	Steel Roll Covers, Box Hull	 	[*]
	663
	 	ACL 06607	 	American Commercial Lines LLC	 	1182137	 	 	2137	 	 	Steel Roll Covers, Box Hull	 	[*]
	664
	 	ACL 06608	 	American Commercial Lines LLC	 	1182138	 	 	2138	 	 	Steel Roll Covers, Box Hull	 	[*]
	665
	 	ACL 06609	 	American Commercial Lines LLC	 	1182139	 	 	2139	 	 	Steel Roll Covers, Box Hull	 	[*]
	666
	 	ACL 06610	 	American Commercial Lines LLC	 	1182140	 	 	2140	 	 	Steel Roll Covers, Box Hull	 	[*]
	667
	 	ACL 06611	 	American Commercial Lines LLC	 	1182141	 	 	2141	 	 	Steel Roll Covers, Box Hull	 	[*]
	668
	 	ACL 06612	 	American Commercial Lines LLC	 	1182142	 	 	2142	 	 	Steel Roll Covers, Box Hull	 	[*]
	669
	 	ACL 06613	 	American Commercial Lines LLC	 	1182143	 	 	2143	 	 	Steel Roll Covers, Box Hull	 	[*]
	670
	 	ACL 06614	 	American Commercial Lines LLC	 	1182144	 	 	2144	 	 	Steel Roll Covers, Box Hull	 	[*]
	671
	 	ACL 06615	 	American Commercial Lines LLC	 	1182145	 	 	2145	 	 	Steel Roll Covers, Box Hull	 	[*]
	672
	 	ACL 06616	 	American Commercial Lines LLC	 	1182146	 	 	2146	 	 	Steel Roll Covers, Box Hull	 	[*]
	673
	 	ACL 06617	 	American Commercial Lines LLC	 	1182147	 	 	2147	 	 	Steel Roll Covers, Box Hull	 	[*]
	674
	 	ACL 06618	 	American Commercial Lines LLC	 	1182148	 	 	2148	 	 	Steel Roll Covers, Box Hull	 	[*]
	675
	 	ACL 06619	 	American Commercial Lines LLC	 	1182149	 	 	2149	 	 	Steel Roll Covers, Box Hull	 	[*]
	676
	 	ACL 06620	 	American Commercial Lines LLC	 	1182150	 	 	2150	 	 	Steel Roll Covers, Box Hull	 	[*]
	677
	 	ACL 06621	 	American Commercial Lines LLC	 	1182151	 	 	2151	 	 	Steel Roll Covers, Box Hull	 	[*]
	678
	 	ACL 06622	 	American Commercial Lines LLC	 	1182152	 	 	2152	 	 	Steel Roll Covers, Box Hull	 	[*]
	679
	 	ACL 06623	 	American Commercial Lines LLC	 	1182153	 	 	2153	 	 	Steel Roll Covers, Box Hull	 	[*]
	680
	 	ACL 06624	 	American Commercial Lines LLC	 	1182154	 	 	2154	 	 	Steel Roll Covers, Box Hull	 	[*]
	681
	 	ACL 06625	 	American Commercial Lines LLC	 	1182155	 	 	2155	 	 	Steel Roll Covers, Box Hull	 	[*]
	682
	 	ACL 06626	 	American Commercial Lines LLC	 	1182156	 	 	2156	 	 	Steel Roll Covers, Box Hull	 	[*]
	683
	 	ACL 06627	 	American Commercial Lines LLC	 	1182157	 	 	2157	 	 	Steel Roll Covers, Box Hull	 	[*]
	684
	 	ACL 06628	 	American Commercial Lines LLC	 	1182158	 	 	2158	 	 	Steel Roll Covers, Box Hull	 	[*]
	685
	 	ACL 06629	 	American Commercial Lines LLC	 	1182159	 	 	2159	 	 	Steel Roll Covers, Box Hull	 	[*]
	686
	 	ACL 06630	 	American Commercial Lines LLC	 	1182160	 	 	2160	 	 	Steel Roll Covers, Box Hull	 	[*]
	687
	 	ACL 06631	 	American Commercial Lines LLC	 	1182162	 	 	2162	 	 	Steel Roll Covers, Box Hull	 	[*]
	688
	 	ACL 06632	 	American Commercial Lines LLC	 	1182163	 	 	2163	 	 	Steel Roll Covers, Box Hull	 	[*]
	689
	 	ACL 06633	 	American Commercial Lines LLC	 	1182164	 	 	2164	 	 	Steel Roll Covers, Box Hull	 	[*]
	690
	 	ACL 06634	 	American Commercial Lines LLC	 	1182165	 	 	2165	 	 	Steel Roll Covers, Box Hull	 	[*]







 




			
	[*]	 	The asterisk denotes that confidential portions of this Schedule have been omitted in reliance
on rule 24b-2 of the Securities Exchange Act of 1934. The confidential portions have been
submitted separately to the Securities and Exchange Commission.





 









 











Schedule 4.01(h)(1) Towboats Barges and other Vessels — Owned





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Official	 	Terminal	 	 	 	Appraised  Asset 
	Vessel	 	Vessel Name	 	ACL Business Unit	 	Number	 	Number	 	Vessel Type	 	Value
	691
	 	ACL 06635	 	American Commercial Lines LLC	 	1182166	 	 	2166	 	 	Steel Roll Covers, Box Hull	 	[*]
	692
	 	YAZOO CITY	 	American Commercial Lines LLC	 	542166	 	 	2166	 	 	Boat	 	[*]
	693
	 	ACL 06636	 	American Commercial Lines LLC	 	1182167	 	 	2167	 	 	Steel Roll Covers, Box Hull	 	[*]
	694
	 	ACL 06637	 	American Commercial Lines LLC	 	1182168	 	 	2168	 	 	Steel Roll Covers, Box Hull	 	[*]
	695
	 	ACL 06638	 	American Commercial Lines LLC	 	1182169	 	 	2169	 	 	Steel Roll Covers, Box Hull	 	[*]
	696
	 	ACL 06639	 	American Commercial Lines LLC	 	1182170	 	 	2170	 	 	Steel Roll Covers, Box Hull	 	[*]
	697
	 	ACL 06640	 	American Commercial Lines LLC	 	1182171	 	 	2171	 	 	Steel Roll Covers, Box Hull	 	[*]
	698
	 	ACL 06641	 	American Commercial Lines LLC	 	1182172	 	 	2172	 	 	Steel Roll Covers, Box Hull	 	[*]
	699
	 	ACL 06642	 	American Commercial Lines LLC	 	1182173	 	 	2173	 	 	Steel Roll Covers, Box Hull	 	[*]
	700
	 	ACL 06643	 	American Commercial Lines LLC	 	1182175	 	 	2175	 	 	Steel Roll Covers, Box Hull	 	[*]
	701
	 	ACL 06644	 	American Commercial Lines LLC	 	1182176	 	 	2176	 	 	Steel Roll Covers, Box Hull	 	[*]
	702
	 	ACL 06645	 	American Commercial Lines LLC	 	1182177	 	 	2177	 	 	Steel Roll Covers, Box Hull	 	[*]
	703
	 	ACL 06646	 	American Commercial Lines LLC	 	1182178	 	 	2178	 	 	Steel Roll Covers, Box Hull	 	[*]
	704
	 	ACL 06647	 	American Commercial Lines LLC	 	1182179	 	 	2179	 	 	Steel Roll Covers, Box Hull	 	[*]
	705
	 	ACL 06648	 	American Commercial Lines LLC	 	1182181	 	 	2181	 	 	Steel Roll Covers, Box Hull	 	[*]
	706
	 	ACL 06649	 	American Commercial Lines LLC	 	1182182	 	 	2182	 	 	Steel Roll Covers, Box Hull	 	[*]
	707
	 	ACBL 3026	 	American Commercial Lines LLC	 	582185	 	 	2185	 	 	Hopper- Owned	 	[*]
	708
	 	ACBL 3028	 	American Commercial Lines LLC	 	582187	 	 	2187	 	 	Hopper- Owned	 	[*]
	709
	 	ACBL 3029	 	American Commercial Lines LLC	 	582188	 	 	2188	 	 	Hopper- Owned	 	[*]
	710
	 	ACBL 3030	 	American Commercial Lines LLC	 	582189	 	 	2189	 	 	Hopper- Owned	 	[*]
	711
	 	ACBL 3031	 	American Commercial Lines LLC	 	582190	 	 	2190	 	 	Hopper- Owned	 	[*]
	712
	 	ACBL 3032	 	American Commercial Lines LLC	 	582191	 	 	2191	 	 	Hopper- Owned	 	[*]
	713
	 	ACBL 3033	 	American Commercial Lines LLC	 	582192	 	 	2192	 	 	Hopper- Owned	 	[*]
	714
	 	ACBL 3034	 	American Commercial Lines LLC	 	582193	 	 	2193	 	 	Hopper- Owned	 	[*]
	715
	 	ACBL 3035	 	American Commercial Lines LLC	 	582194	 	 	2194	 	 	Hopper- Owned	 	[*]
	716
	 	ACBL 3037	 	American Commercial Lines LLC	 	582196	 	 	2196	 	 	Hopper- Owned	 	[*]
	717
	 	ACBL 3038	 	American Commercial Lines LLC	 	582197	 	 	2197	 	 	Hopper- Owned	 	[*]
	718
	 	ACBL 3039	 	American Commercial Lines LLC	 	582198	 	 	2198	 	 	Hopper- Owned	 	[*]
	719
	 	ACBL 3040	 	American Commercial Lines LLC	 	582199	 	 	2199	 	 	Hopper- Owned	 	[*]
	720
	 	ACBL 3041	 	American Commercial Lines LLC	 	582200	 	 	2200	 	 	Hopper- Owned	 	[*]
	721
	 	ACBL 3042	 	American Commercial Lines LLC	 	582201	 	 	2201	 	 	Hopper- Owned	 	[*]
	722
	 	ACBL 3043	 	American Commercial Lines LLC	 	582202	 	 	2202	 	 	Hopper- Owned	 	[*]
	723
	 	ACBL 3045	 	American Commercial Lines LLC	 	582204	 	 	2204	 	 	Hopper- Owned	 	[*]
	724
	 	CCT 334	 	American Commercial Lines LLC	 	562204	 	 	2204	 	 	Hopper- Owned	 	[*]
	725
	 	ACBL 3046	 	American Commercial Lines LLC	 	582205	 	 	2205	 	 	Hopper- Owned	 	[*]
	726
	 	ACBL 3047	 	American Commercial Lines LLC	 	582206	 	 	2206	 	 	Hopper- Owned	 	[*]
	727
	 	ACBL 3048	 	American Commercial Lines LLC	 	582207	 	 	2207	 	 	Hopper- Owned	 	[*]
	728
	 	CCT 337	 	American Commercial Lines LLC	 	562207	 	 	2207	 	 	Hopper- Owned	 	[*]
	729
	 	ACBL 3049	 	American Commercial Lines LLC	 	582208	 	 	2208	 	 	Hopper- Owned	 	[*]
	730
	 	ACBL 3050	 	American Commercial Lines LLC	 	582209	 	 	2209	 	 	Hopper- Owned	 	[*]
	731
	 	CCT 339	 	American Commercial Lines LLC	 	562209	 	 	2209	 	 	Hopper- Owned	 	[*]
	732
	 	CHEM 213	 	American Commercial Lines LLC	 	512209	 	 	2209	 	 	Jumbo	 	[*]
	733
	 	CCT 340	 	American Commercial Lines LLC	 	562210	 	 	2210	 	 	Hopper- Owned	 	[*]
	734
	 	CHEM 214	 	American Commercial Lines LLC	 	512210	 	 	2210	 	 	Jumbo	 	[*]
	735
	 	ACBL 3052	 	American Commercial Lines LLC	 	582211	 	 	2211	 	 	Hopper- Owned	 	[*]
	736
	 	CHEM 215	 	American Commercial Lines LLC	 	512211	 	 	2211	 	 	Non-COI	 	[*]
	737
	 	ACBL 3053	 	American Commercial Lines LLC	 	582212	 	 	2212	 	 	Hopper- Owned	 	[*]
	738
	 	CCT 342	 	American Commercial Lines LLC	 	562212	 	 	2212	 	 	Hopper- Owned	 	[*]
	739
	 	ACBL 3054	 	American Commercial Lines LLC	 	582213	 	 	2213	 	 	Hopper- Owned	 	[*]
	740
	 	ACBL 3056	 	American Commercial Lines LLC	 	582215	 	 	2215	 	 	Hopper- Owned	 	[*]
	741
	 	ACBL 3057	 	American Commercial Lines LLC	 	582216	 	 	2216	 	 	Hopper- Owned	 	[*]
	742
	 	CCT 346	 	American Commercial Lines LLC	 	562216	 	 	2216	 	 	Hopper- Owned	 	[*]
	743
	 	ACBL 3058	 	American Commercial Lines LLC	 	582217	 	 	2217	 	 	Hopper- Owned	 	[*]
	744
	 	ACBL 3059	 	American Commercial Lines LLC	 	582218	 	 	2218	 	 	Hopper- Owned	 	[*]
	745
	 	CCT 348	 	American Commercial Lines LLC	 	562218	 	 	2218	 	 	Inactive	 	[*]
	746
	 	ACBL 3060	 	American Commercial Lines LLC	 	582219	 	 	2219	 	 	Hopper- Owned	 	[*]
	747
	 	CCT 350	 	American Commercial Lines LLC	 	562220	 	 	2220	 	 	Hopper- Owned	 	[*]
	748
	 	CCT 351	 	American Commercial Lines LLC	 	562221	 	 	2221	 	 	Hopper- Owned	 	[*]
	749
	 	ACBL 3063	 	American Commercial Lines LLC	 	582222	 	 	2222	 	 	Hopper- Owned	 	[*]
	750
	 	CCT 353	 	American Commercial Lines LLC	 	562223	 	 	2223	 	 	Hopper- Owned	 	[*]
	751
	 	ACBL 3066	 	American Commercial Lines LLC	 	582225	 	 	2225	 	 	Hopper- Owned	 	[*]
	752
	 	ACBL 3067	 	American Commercial Lines LLC	 	582226	 	 	2226	 	 	Hopper- Owned	 	[*]
	753
	 	ACBL 3068	 	American Commercial Lines LLC	 	582227	 	 	2227	 	 	Inactive in Use	 	[*]
	754
	 	ACBL 3069	 	American Commercial Lines LLC	 	582228	 	 	2228	 	 	Hopper- Owned	 	[*]
	755
	 	ACBL 3070	 	American Commercial Lines LLC	 	582229	 	 	2229	 	 	Hopper- Owned	 	[*]
	756
	 	ACBL 3071	 	American Commercial Lines LLC	 	582230	 	 	2230	 	 	Hopper- Owned	 	[*]
	757
	 	CCT 360	 	American Commercial Lines LLC	 	562230	 	 	2230	 	 	Hopper- Owned	 	[*]
	758
	 	ACBL 3072	 	American Commercial Lines LLC	 	582231	 	 	2231	 	 	Inactive in Use	 	[*]
	759
	 	ACBL 3073	 	American Commercial Lines LLC	 	582232	 	 	2232	 	 	Hopper- Owned	 	[*]
	760
	 	ACBL 3074	 	American Commercial Lines LLC	 	582233	 	 	2233	 	 	Hopper- Owned	 	[*]
	761
	 	ACBL 3075	 	American Commercial Lines LLC	 	582234	 	 	2234	 	 	Hopper- Owned	 	[*]
	762
	 	ACBL 3076	 	American Commercial Lines LLC	 	582235	 	 	2235	 	 	Hopper- Owned	 	[*]
	763
	 	ACBL 3077	 	American Commercial Lines LLC	 	582236	 	 	2236	 	 	Hopper- Owned	 	[*]
	764
	 	ACBL 3078	 	American Commercial Lines LLC	 	582237	 	 	2237	 	 	Hopper- Owned	 	[*]
	765
	 	ACBL 3079	 	American Commercial Lines LLC	 	582238	 	 	2238	 	 	Hopper- Owned	 	[*]
	766
	 	HINES 444	 	American Commercial Lines LLC	 	992305	 	 	2305	 	 	Oversized	 	[*]
	767
	 	LOYD MURPHY	 	American Commercial Lines LLC	 	552330	 	 	2330	 	 	Boat	 	[*]







 




			
	[*]	 	The asterisk denotes that confidential portions of this Schedule have been omitted in reliance
on rule 24b-2 of the Securities Exchange Act of 1934. The confidential portions have been
submitted separately to the Securities and Exchange Commission.





 









 










Schedule 4.01(h)(1) Towboats Barges and other Vessels — Owned





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Official	 	Terminal	 	 	 	Appraised  Asset 
	Vessel	 	Vessel Name	 	ACL Business Unit	 	Number	 	Number	 	Vessel Type	 	Value
	768
	 	1472	 	American Commercial Lines LLC	 	532356	 	 	2356	 	 	Inactive in Use	 	[*]
	769
	 	TTBL 4206	 	American Commercial Lines LLC	 	602374	 	 	2374	 	 	Hopper- Owned	 	[*]
	770
	 	TTBL 4207	 	American Commercial Lines LLC	 	602375	 	 	2375	 	 	Hopper- Owned	 	[*]
	771
	 	ACBL 4314	 	American Commercial Lines LLC	 	612383	 	 	2383	 	 	Hopper- Owned	 	[*]
	772
	 	ACBL 4317	 	American Commercial Lines LLC	 	612384	 	 	2384	 	 	Hopper- Owned	 	[*]
	773
	 	ACBL 4316	 	American Commercial Lines LLC	 	612388	 	 	2388	 	 	Hopper- Owned	 	[*]
	774
	 	ACBL 4309	 	American Commercial Lines LLC	 	612389	 	 	2389	 	 	Hopper- Owned	 	[*]
	775
	 	ACBL 4310	 	American Commercial Lines LLC	 	612390	 	 	2390	 	 	Hopper- Owned	 	[*]
	776
	 	ACBL 4319	 	American Commercial Lines LLC	 	612392	 	 	2392	 	 	Hopper- Owned	 	[*]
	777
	 	ACBL 4312	 	American Commercial Lines LLC	 	612393	 	 	2393	 	 	Hopper- Owned	 	[*]
	778
	 	ACBL 4320	 	American Commercial Lines LLC	 	612394	 	 	2394	 	 	Hopper- Owned	 	[*]
	779
	 	ACBL 4321	 	American Commercial Lines LLC	 	612395	 	 	2395	 	 	Hopper- Owned	 	[*]
	780
	 	ACBL 4322	 	American Commercial Lines LLC	 	612396	 	 	2396	 	 	Hopper- Owned	 	[*]
	781
	 	ACBL 4313	 	American Commercial Lines LLC	 	612397	 	 	2397	 	 	Hopper- Owned	 	[*]
	782
	 	VLB 75102	 	American Commercial Lines LLC	 	562411	 	 	2411	 	 	Inactive in Use	 	[*]
	783
	 	ACBL 4063	 	American Commercial Lines LLC	 	612420	 	 	2420	 	 	Hopper- Owned	 	[*]
	784
	 	ACBL 4046	 	American Commercial Lines LLC	 	612422	 	 	2422	 	 	Hopper- Owned	 	[*]
	785
	 	ACBL 4061	 	American Commercial Lines LLC	 	612423	 	 	2423	 	 	Hopper- Owned	 	[*]
	786
	 	ACBL 4059	 	American Commercial Lines LLC	 	612424	 	 	2424	 	 	Hopper- Owned	 	[*]
	787
	 	ACBL 4052	 	American Commercial Lines LLC	 	612425	 	 	2425	 	 	Hopper- Owned	 	[*]
	788
	 	ACBL 4053	 	American Commercial Lines LLC	 	612426	 	 	2426	 	 	Hopper- Owned	 	[*]
	789
	 	ACBL 4070	 	American Commercial Lines LLC	 	612427	 	 	2427	 	 	Hopper- Owned	 	[*]
	790
	 	ACBL 4048	 	American Commercial Lines LLC	 	612429	 	 	2429	 	 	Hopper- Owned	 	[*]
	791
	 	ACBL 4049	 	American Commercial Lines LLC	 	612430	 	 	2430	 	 	Hopper- Owned	 	[*]
	792
	 	ACBL 4050	 	American Commercial Lines LLC	 	612432	 	 	2432	 	 	Hopper- Owned	 	[*]
	793
	 	ACBL 4051	 	American Commercial Lines LLC	 	612433	 	 	2433	 	 	Hopper- Owned	 	[*]
	794
	 	ACBL 4127	 	American Commercial Lines LLC	 	612434	 	 	2434	 	 	Hopper- Owned	 	[*]
	795
	 	ACBL 4128	 	American Commercial Lines LLC	 	612435	 	 	2435	 	 	Hopper- Owned	 	[*]
	796
	 	S.C. & N.O. 1479	 	American Commercial Lines LLC	 	292435	 	 	2435	 	 	Inactive in Use	 	[*]
	797
	 	ACBL 4129	 	American Commercial Lines LLC	 	612436	 	 	2436	 	 	Hopper- Owned	 	[*]
	798
	 	ACBL 4130	 	American Commercial Lines LLC	 	612437	 	 	2437	 	 	Hopper- Owned	 	[*]
	799
	 	ACBL 4131	 	American Commercial Lines LLC	 	612438	 	 	2438	 	 	Hopper- Owned	 	[*]
	800
	 	ACBL 4342	 	American Commercial Lines LLC	 	622461	 	 	2461	 	 	Hopper- Owned	 	[*]
	801
	 	MV 6671	 	American Commercial Lines LLC	 	502476	 	 	2476	 	 	Inactive in Use	 	[*]
	802
	 	ACBL 4356	 	American Commercial Lines LLC	 	602514	 	 	2514	 	 	Hopper- Owned	 	[*]
	803
	 	ACBL 4327	 	American Commercial Lines LLC	 	602523	 	 	2523	 	 	Hopper- Owned	 	[*]
	804
	 	HINES 426	 	American Commercial Lines LLC	 	592548	 	 	2548	 	 	Oversized	 	[*]
	805
	 	CHEM 184	 	American Commercial Lines LLC	 	1062577	 	 	2577	 	 	Jumbo	 	[*]
	806
	 	CHEM 185	 	American Commercial Lines LLC	 	1062578	 	 	2578	 	 	Jumbo	 	[*]
	807
	 	CHEM 278	 	American Commercial Lines LLC	 	1172585	 	 	2585	 	 	Tanker Box Jumbo (10k bbl)	 	[*]
	808
	 	CHEM 279	 	American Commercial Lines LLC	 	1172586	 	 	2586	 	 	Tanker Box Jumbo (10k bbl)	 	[*]
	809
	 	CHEM 280	 	American Commercial Lines LLC	 	1172587	 	 	2587	 	 	Tanker Box Jumbo (10k bbl)	 	[*]
	810
	 	CHEM 281	 	American Commercial Lines LLC	 	1172588	 	 	2588	 	 	Tanker Box Jumbo (10k bbl)	 	[*]
	811
	 	CHEM 282	 	American Commercial Lines LLC	 	1172589	 	 	2589	 	 	Tanker Box Jumbo (10k bbl)	 	[*]
	812
	 	MARVIN E. NORMAN	 	American Commercial Lines LLC	 	612604	 	 	2604	 	 	Boat	 	[*]
	813
	 	BOB STITH	 	American Commercial Lines LLC	 	642652	 	 	2652	 	 	Boat	 	[*]
	814
	 	AGS 1106	 	American Commercial Lines LLC	 	632676	 	 	2676	 	 	Hopper- Owned	 	[*]
	815
	 	PAM D	 	American Commercial Lines LLC	 	512698	 	 	2698	 	 	Boat	 	[*]
	816
	 	N.M.S. NO. 1485	 	American Commercial Lines LLC	 	602719	 	 	2719	 	 	Inactive	 	[*]
	817
	 	N.M.S. NO. 1486	 	American Commercial Lines LLC	 	602720	 	 	2720	 	 	Jumbo	 	[*]
	818
	 	N.M.S. NO. 1487	 	American Commercial Lines LLC	 	602721	 	 	2721	 	 	Jumbo	 	[*]
	819
	 	ACBL 1420	 	American Commercial Lines LLC	 	682748	 	 	2748	 	 	Hopper- Owned	 	[*]
	820
	 	ACBL 1421	 	American Commercial Lines LLC	 	682749	 	 	2749	 	 	Hopper- Owned	 	[*]
	821
	 	ACBL 1422	 	American Commercial Lines LLC	 	682750	 	 	2750	 	 	Hopper- Owned	 	[*]
	822
	 	ACBL 1423	 	American Commercial Lines LLC	 	682751	 	 	2751	 	 	Hopper- Owned	 	[*]
	823
	 	ACBL 1424	 	American Commercial Lines LLC	 	682752	 	 	2752	 	 	Hopper- Owned	 	[*]
	824
	 	ACBL 1425	 	American Commercial Lines LLC	 	682753	 	 	2753	 	 	Hopper- Owned	 	[*]
	825
	 	ACBL 1426	 	American Commercial Lines LLC	 	682754	 	 	2754	 	 	Hopper- Owned	 	[*]
	826
	 	ACBL 1427	 	American Commercial Lines LLC	 	682755	 	 	2755	 	 	Hopper- Owned	 	[*]
	827
	 	ACBL 1428	 	American Commercial Lines LLC	 	682756	 	 	2756	 	 	Hopper- Owned	 	[*]
	828
	 	ACBL 1429	 	American Commercial Lines LLC	 	682757	 	 	2757	 	 	Hopper- Owned	 	[*]
	829
	 	ACBL 1430	 	American Commercial Lines LLC	 	682758	 	 	2758	 	 	Hopper- Owned	 	[*]
	830
	 	ACBL 1431	 	American Commercial Lines LLC	 	682759	 	 	2759	 	 	Hopper- Owned	 	[*]
	831
	 	ACBL 1432	 	American Commercial Lines LLC	 	682760	 	 	2760	 	 	Hopper- Owned	 	[*]
	832
	 	ACBL 1433	 	American Commercial Lines LLC	 	682761	 	 	2761	 	 	Hopper- Owned	 	[*]
	833
	 	ACBL 1434	 	American Commercial Lines LLC	 	682762	 	 	2762	 	 	Hopper- Owned	 	[*]
	834
	 	ACBL 1435	 	American Commercial Lines LLC	 	682763	 	 	2763	 	 	Hopper- Owned	 	[*]
	835
	 	ACBL 1436	 	American Commercial Lines LLC	 	682764	 	 	2764	 	 	Hopper- Owned	 	[*]
	836
	 	CHEM 147	 	American Commercial Lines LLC	 	562764	 	 	2764	 	 	Jumbo	 	[*]
	837
	 	ACBL 1437	 	American Commercial Lines LLC	 	682765	 	 	2765	 	 	Hopper- Owned	 	[*]
	838
	 	CHEM 148	 	American Commercial Lines LLC	 	562765	 	 	2765	 	 	Jumbo	 	[*]
	839
	 	ACBL 1438	 	American Commercial Lines LLC	 	682766	 	 	2766	 	 	Hopper- Owned	 	[*]
	840
	 	CHEM 149	 	American Commercial Lines LLC	 	562766	 	 	2766	 	 	Jumbo	 	[*]
	841
	 	ACBL 1439	 	American Commercial Lines LLC	 	682767	 	 	2767	 	 	Hopper- Owned	 	[*]
	842
	 	ACBL 1440	 	American Commercial Lines LLC	 	682768	 	 	2768	 	 	Hopper- Owned	 	[*]
	843
	 	ACBL 1441	 	American Commercial Lines LLC	 	682769	 	 	2769	 	 	Hopper- Owned	 	[*]
	844
	 	ACBL 1442	 	American Commercial Lines LLC	 	682770	 	 	2770	 	 	Hopper- Owned	 	[*]







 




			
	[*]	 	The asterisk denotes that confidential portions of this Schedule have been omitted in reliance
on rule 24b-2 of the Securities Exchange Act of 1934. The confidential portions have been
submitted separately to the Securities and Exchange Commission.





 









 










Schedule 4.01(h)(1) Towboats Barges and other Vessels — Owned





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Official	 	Terminal	 	 	 	Appraised  Asset 
	Vessel	 	Vessel Name	 	ACL Business Unit	 	Number	 	Number	 	Vessel Type	 	Value
	845
	 	ACBL 1443	 	American Commercial Lines LLC	 	682771	 	 	2771	 	 	Hopper- Owned	 	[*]
	846
	 	ACBL 1444	 	American Commercial Lines LLC	 	682772	 	 	2772	 	 	Hopper- Owned	 	[*]
	847
	 	ACBL 1445	 	American Commercial Lines LLC	 	682774	 	 	2774	 	 	Hopper- Owned	 	[*]
	848
	 	A.A. MCKINNEY	 	American Commercial Lines LLC	 	292775	 	 	2775	 	 	Boat	 	[*]
	849
	 	ACBL 1446	 	American Commercial Lines LLC	 	682775	 	 	2775	 	 	Hopper- Owned	 	[*]
	850
	 	ACBL 1447	 	American Commercial Lines LLC	 	682776	 	 	2776	 	 	Hopper- Owned	 	[*]
	851
	 	ACBL 1448	 	American Commercial Lines LLC	 	682777	 	 	2777	 	 	Hopper- Owned	 	[*]
	852
	 	ACBL 1449	 	American Commercial Lines LLC	 	682778	 	 	2778	 	 	Hopper- Owned	 	[*]
	853
	 	ACBL 1450	 	American Commercial Lines LLC	 	682779	 	 	2779	 	 	Hopper- Owned	 	[*]
	854
	 	ACBL 1451	 	American Commercial Lines LLC	 	682780	 	 	2780	 	 	Hopper- Owned	 	[*]
	855
	 	ACBL 1452	 	American Commercial Lines LLC	 	682781	 	 	2781	 	 	Hopper- Owned	 	[*]
	856
	 	ACBL 1453	 	American Commercial Lines LLC	 	682782	 	 	2782	 	 	Hopper- Owned	 	[*]
	857
	 	ACBL 1454	 	American Commercial Lines LLC	 	682783	 	 	2783	 	 	Hopper- Owned	 	[*]
	858
	 	ACBL 3255	 	American Commercial Lines LLC	 	682784	 	 	2784	 	 	Hopper- Owned	 	[*]
	859
	 	ACBL 3257	 	American Commercial Lines LLC	 	682786	 	 	2786	 	 	Hopper- Owned	 	[*]
	860
	 	ACBL 3258	 	American Commercial Lines LLC	 	682787	 	 	2787	 	 	Hopper- Owned	 	[*]
	861
	 	ACBL 3260	 	American Commercial Lines LLC	 	682789	 	 	2789	 	 	Hopper- Owned	 	[*]
	862
	 	ACBL 3261	 	American Commercial Lines LLC	 	682790	 	 	2790	 	 	Hopper- Owned	 	[*]
	863
	 	ACBL 3262	 	American Commercial Lines LLC	 	682791	 	 	2791	 	 	Hopper- Owned	 	[*]
	864
	 	ACBL 3263	 	American Commercial Lines LLC	 	682792	 	 	2792	 	 	Hopper- Owned	 	[*]
	865
	 	ACBL 3264	 	American Commercial Lines LLC	 	682793	 	 	2793	 	 	Hopper- Owned	 	[*]
	866
	 	W O WATSON	 	American Commercial Lines LLC	 	552799	 	 	2799	 	 	Boat	 	[*]
	867
	 	VLB 8103	 	American Commercial Lines LLC	 	632855	 	 	2855	 	 	Hopper- Owned	 	[*]
	868
	 	VLB 8104	 	American Commercial Lines LLC	 	632856	 	 	2856	 	 	Hopper- Owned	 	[*]
	869
	 	CHEM 216	 	American Commercial Lines LLC	 	512871	 	 	2871	 	 	Jumbo	 	[*]
	870
	 	CHEM 217	 	American Commercial Lines LLC	 	512872	 	 	2872	 	 	Non-COI	 	[*]
	871
	 	CHEM 218	 	American Commercial Lines LLC	 	512873	 	 	2873	 	 	Jumbo	 	[*]
	872
	 	CHEM 219	 	American Commercial Lines LLC	 	512874	 	 	2874	 	 	Jumbo	 	[*]
	873
	 	CHEM 220	 	American Commercial Lines LLC	 	512875	 	 	2875	 	 	Jumbo	 	[*]
	874
	 	CHEM 221	 	American Commercial Lines LLC	 	512876	 	 	2876	 	 	Jumbo	 	[*]
	875
	 	VLB 8126	 	American Commercial Lines LLC	 	632878	 	 	2878	 	 	Hopper- Owned	 	[*]
	876
	 	WBC 11	 	American Commercial Lines LLC	 	612885	 	 	2885	 	 	Jumbo	 	[*]
	877
	 	M/V JAMES W BUKY	 	American Commercial Lines LLC	 	582892	 	 	2892	 	 	Boat	 	[*]
	878
	 	WENDY L	 	American Commercial Lines LLC	 	652922	 	 	2922	 	 	Boat	 	[*]
	879
	 	LAURA MCKINNEY	 	American Commercial Lines LLC	 	582933	 	 	2933	 	 	Boat	 	[*]
	880
	 	ACBL 4338	 	American Commercial Lines LLC	 	622954	 	 	2954	 	 	Hopper- Owned	 	[*]
	881
	 	ACBL 4354	 	American Commercial Lines LLC	 	622955	 	 	2955	 	 	Hopper- Owned	 	[*]
	882
	 	ACBL 4355	 	American Commercial Lines LLC	 	622957	 	 	2957	 	 	Hopper- Owned	 	[*]
	883
	 	SONNY IVEY	 	American Commercial Lines LLC	 	572994	 	 	2994	 	 	Boat	 	[*]
	884
	 	CHEM 120	 	American Commercial Lines LLC	 	593014	 	 	3014	 	 	Jumbo	 	[*]
	885
	 	CHEM 121	 	American Commercial Lines LLC	 	593015	 	 	3015	 	 	Jumbo	 	[*]
	886
	 	CHEM 122	 	American Commercial Lines LLC	 	593016	 	 	3016	 	 	Jumbo	 	[*]
	887
	 	CHEM 123	 	American Commercial Lines LLC	 	593017	 	 	3017	 	 	Jumbo	 	[*]
	888
	 	CHEM 124	 	American Commercial Lines LLC	 	593018	 	 	3018	 	 	Jumbo	 	[*]
	889
	 	CHEM 125	 	American Commercial Lines LLC	 	593019	 	 	3019	 	 	Jumbo	 	[*]
	890
	 	CHEM 126	 	American Commercial Lines LLC	 	593020	 	 	3020	 	 	Jumbo	 	[*]
	891
	 	VL 7501	 	American Commercial Lines LLC	 	563020	 	 	3020	 	 	Inactive in Use	 	[*]
	892
	 	CHEM 127	 	American Commercial Lines LLC	 	593021	 	 	3021	 	 	Jumbo	 	[*]
	893
	 	CHEM 128	 	American Commercial Lines LLC	 	593022	 	 	3022	 	 	Jumbo	 	[*]
	894
	 	CHEM 129	 	American Commercial Lines LLC	 	593023	 	 	3023	 	 	Jumbo	 	[*]
	895
	 	VL 7504	 	American Commercial Lines LLC	 	563023	 	 	3023	 	 	Inactive in Use	 	[*]
	896
	 	CHEM 130	 	American Commercial Lines LLC	 	593024	 	 	3024	 	 	Jumbo	 	[*]
	897
	 	CHEM 131	 	American Commercial Lines LLC	 	593025	 	 	3025	 	 	Jumbo	 	[*]
	898
	 	CHEM 132	 	American Commercial Lines LLC	 	593026	 	 	3026	 	 	Jumbo	 	[*]
	899
	 	CHEM 133	 	American Commercial Lines LLC	 	593027	 	 	3027	 	 	Jumbo	 	[*]
	900
	 	DM 2309	 	American Commercial Lines LLC	 	543120	 	 	3120	 	 	Inactive in Use	 	[*]
	901
	 	2431	 	American Commercial Lines LLC	 	543134	 	 	3134	 	 	Inactive in Use	 	[*]
	902
	 	2438	 	American Commercial Lines LLC	 	543141	 	 	3141	 	 	Inactive in Use	 	[*]
	903
	 	ACBL 1255	 	American Commercial Lines LLC	 	523151	 	 	3151	 	 	Inactive in Use	 	[*]
	904
	 	ACBL 1258	 	American Commercial Lines LLC	 	523154	 	 	3154	 	 	Inactive in Use	 	[*]
	905
	 	CCT 264B	 	American Commercial Lines LLC	 	563314	 	 	3314	 	 	Inactive in Use	 	[*]
	906
	 	FLOYD H. BLASKE	 	American Commercial Lines LLC	 	503329	 	 	3329	 	 	Boat	 	[*]
	907
	 	SCNO 7936B	 	American Commercial Lines LLC	 	603336	 	 	3336	 	 	Hopper- Owned	 	[*]
	908
	 	SCNO 7937B	 	American Commercial Lines LLC	 	603337	 	 	3337	 	 	Hopper- Owned	 	[*]
	909
	 	SCNO 7938B	 	American Commercial Lines LLC	 	603338	 	 	3338	 	 	Hopper- Owned	 	[*]
	910
	 	SCNO 7939B	 	American Commercial Lines LLC	 	603339	 	 	3339	 	 	Hopper- Owned	 	[*]
	911
	 	SCNO 7940B	 	American Commercial Lines LLC	 	603340	 	 	3340	 	 	Hopper- Owned	 	[*]
	912
	 	ACBL 2820	 	American Commercial Lines LLC	 	543342	 	 	3342	 	 	Inactive in Use	 	[*]
	913
	 	ACBL 2824	 	American Commercial Lines LLC	 	543346	 	 	3346	 	 	Inactive in Use	 	[*]
	914
	 	HINES 413B	 	American Commercial Lines LLC	 	543355	 	 	3355	 	 	Oversized	 	[*]
	915
	 	ACL 06100	 	American Commercial Lines LLC	 	1193370	 	 	3370	 	 	Fiberglass Lift Covers, Rake Hull	 	[*]
	916
	 	ACL 06101	 	American Commercial Lines LLC	 	1193371	 	 	3371	 	 	Fiberglass Lift Covers, Rake Hull	 	[*]
	917
	 	ACL 06102	 	American Commercial Lines LLC	 	1193372	 	 	3372	 	 	Fiberglass Lift Covers, Rake Hull	 	[*]
	918
	 	ACL 06103	 	American Commercial Lines LLC	 	1193373	 	 	3373	 	 	Fiberglass Lift Covers, Rake Hull	 	[*]
	919
	 	ACL 06104	 	American Commercial Lines LLC	 	1193374	 	 	3374	 	 	Fiberglass Lift Covers, Rake Hull	 	[*]
	920
	 	ACL 06105	 	American Commercial Lines LLC	 	1193375	 	 	3375	 	 	Fiberglass Lift Covers, Rake Hull	 	[*]
	921
	 	ACL 06106	 	American Commercial Lines LLC	 	1193376	 	 	3376	 	 	Fiberglass Lift Covers, Rake Hull	 	[*]







 




			
	[*]	 	The asterisk denotes that confidential portions of this Schedule have been omitted in reliance
on rule 24b-2 of the Securities Exchange Act of 1934. The confidential portions have been
submitted separately to the Securities and Exchange Commission.





 









 










Schedule 4.01(h)(1) Towboats Barges and other Vessels — Owned





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Official	 	Terminal	 	 	 	Appraised  Asset 
	Vessel	 	Vessel Name	 	ACL Business Unit	 	Number	 	Number	 	Vessel Type	 	Value
	922
	 	ACL 06107	 	American Commercial Lines LLC	 	1193377	 	 	3377	 	 	Fiberglass Lift Covers, Rake Hull	 	[*]
	923
	 	ACL 06108	 	American Commercial Lines LLC	 	1193378	 	 	3378	 	 	Fiberglass Lift Covers, Rake Hull	 	[*]
	924
	 	ACL 06109	 	American Commercial Lines LLC	 	1193380	 	 	3380	 	 	Fiberglass Lift Covers, Rake Hull	 	[*]
	925
	 	ACL 06110	 	American Commercial Lines LLC	 	1193381	 	 	3381	 	 	Fiberglass Lift Covers, Rake Hull	 	[*]
	926
	 	ACL 06111	 	American Commercial Lines LLC	 	1193382	 	 	3382	 	 	Fiberglass Lift Covers, Rake Hull	 	[*]
	927
	 	ACL 06112	 	American Commercial Lines LLC	 	1193383	 	 	3383	 	 	Fiberglass Lift Covers, Rake Hull	 	[*]
	928
	 	ACL 06113	 	American Commercial Lines LLC	 	1193384	 	 	3384	 	 	Fiberglass Lift Covers, Rake Hull	 	[*]
	929
	 	ACL 06114	 	American Commercial Lines LLC	 	1193385	 	 	3385	 	 	Fiberglass Lift Covers, Rake Hull	 	[*]
	930
	 	ACL 06115	 	American Commercial Lines LLC	 	1193386	 	 	3386	 	 	Fiberglass Lift Covers, Rake Hull	 	[*]
	931
	 	ACL 06116	 	American Commercial Lines LLC	 	1193387	 	 	3387	 	 	Fiberglass Lift Covers, Rake Hull	 	[*]
	932
	 	ACL 06117	 	American Commercial Lines LLC	 	1193389	 	 	3389	 	 	Fiberglass Lift Covers, Rake Hull	 	[*]
	933
	 	ACL 06118	 	American Commercial Lines LLC	 	1193390	 	 	3390	 	 	Fiberglass Lift Covers, Rake Hull	 	[*]
	934
	 	ACL 06119	 	American Commercial Lines LLC	 	1193391	 	 	3391	 	 	Fiberglass Lift Covers, Rake Hull	 	[*]
	935
	 	ACBL 4139	 	American Commercial Lines LLC	 	643444	 	 	3444	 	 	Hopper- Owned	 	[*]
	936
	 	ACBL 4145	 	American Commercial Lines LLC	 	643445	 	 	3445	 	 	Hopper- Owned	 	[*]
	937
	 	LARRY Y. STRAIN	 	American Commercial Lines LLC	 	623460	 	 	3460	 	 	Boat	 	[*]
	938
	 	HINES 430	 	American Commercial Lines LLC	 	603463	 	 	3463	 	 	Oversized	 	[*]
	939
	 	SCNO 1307	 	American Commercial Lines LLC	 	503463	 	 	3463	 	 	Jumbo	 	[*]
	940
	 	SCNO 1308	 	American Commercial Lines LLC	 	503464	 	 	3464	 	 	Jumbo	 	[*]
	941
	 	DENNIS HENDRIX	 	American Commercial Lines LLC	 	583466	 	 	3466	 	 	Boat	 	[*]
	942
	 	SCNO 8101	 	American Commercial Lines LLC	 	633481	 	 	3481	 	 	Hopper- Owned	 	[*]
	943
	 	SCNO 8102	 	American Commercial Lines LLC	 	633482	 	 	3482	 	 	Hopper- Owned	 	[*]
	944
	 	SCNO 8103	 	American Commercial Lines LLC	 	633483	 	 	3483	 	 	Hopper- Owned	 	[*]
	945
	 	SCNO 8104	 	American Commercial Lines LLC	 	633484	 	 	3484	 	 	Hopper- Owned	 	[*]
	946
	 	SCNO 8105	 	American Commercial Lines LLC	 	633485	 	 	3485	 	 	Hopper- Owned	 	[*]
	947
	 	SCNO 8106	 	American Commercial Lines LLC	 	633486	 	 	3486	 	 	Hopper- Owned	 	[*]
	948
	 	SCNO 8107	 	American Commercial Lines LLC	 	633487	 	 	3487	 	 	Hopper- Owned	 	[*]
	949
	 	SCNO 8108	 	American Commercial Lines LLC	 	633488	 	 	3488	 	 	Hopper- Owned	 	[*]
	950
	 	SCNO 8109	 	American Commercial Lines LLC	 	633489	 	 	3489	 	 	Hopper- Owned	 	[*]
	951
	 	SCNO 8110	 	American Commercial Lines LLC	 	633490	 	 	3490	 	 	Hopper- Owned	 	[*]
	952
	 	SCNO 8111	 	American Commercial Lines LLC	 	633491	 	 	3491	 	 	Hopper- Owned	 	[*]
	953
	 	SCNO 8112	 	American Commercial Lines LLC	 	633492	 	 	3492	 	 	Hopper- Owned	 	[*]
	954
	 	SCNO 8113	 	American Commercial Lines LLC	 	633493	 	 	3493	 	 	Hopper- Owned	 	[*]
	955
	 	SCNO 8114	 	American Commercial Lines LLC	 	633494	 	 	3494	 	 	Hopper- Owned	 	[*]
	956
	 	SCNO 8115	 	American Commercial Lines LLC	 	633495	 	 	3495	 	 	Hopper- Owned	 	[*]
	957
	 	SCNO 8116	 	American Commercial Lines LLC	 	633496	 	 	3496	 	 	Hopper- Owned	 	[*]
	958
	 	SCNO 8117	 	American Commercial Lines LLC	 	633497	 	 	3497	 	 	Hopper- Owned	 	[*]
	959
	 	CHEM 161	 	American Commercial Lines LLC	 	993498	 	 	3498	 	 	Jumbo	 	[*]
	960
	 	SCNO 8118	 	American Commercial Lines LLC	 	633498	 	 	3498	 	 	Hopper- Owned	 	[*]
	961
	 	CHEM 162	 	American Commercial Lines LLC	 	993499	 	 	3499	 	 	Jumbo	 	[*]
	962
	 	JANIE CHARLEY	 	American Commercial Lines LLC	 	553499	 	 	3499	 	 	Boat	 	[*]
	963
	 	SCNO 8119	 	American Commercial Lines LLC	 	633499	 	 	3499	 	 	Hopper- Owned	 	[*]
	964
	 	CHEM 163	 	American Commercial Lines LLC	 	993500	 	 	3500	 	 	Jumbo	 	[*]
	965
	 	SCNO 8120	 	American Commercial Lines LLC	 	633500	 	 	3500	 	 	Hopper- Owned	 	[*]
	966
	 	CHEM 164	 	American Commercial Lines LLC	 	993501	 	 	3501	 	 	Jumbo	 	[*]
	967
	 	SCNO 8121	 	American Commercial Lines LLC	 	633501	 	 	3501	 	 	Hopper- Owned	 	[*]
	968
	 	SCNO 8122	 	American Commercial Lines LLC	 	633502	 	 	3502	 	 	Hopper- Owned	 	[*]
	969
	 	SCNO 8123	 	American Commercial Lines LLC	 	633503	 	 	3503	 	 	Hopper- Owned	 	[*]
	970
	 	SCNO 8124	 	American Commercial Lines LLC	 	633504	 	 	3504	 	 	Hopper- Owned	 	[*]
	971
	 	SCNO 8125	 	American Commercial Lines LLC	 	633505	 	 	3505	 	 	Hopper- Owned	 	[*]
	972
	 	SCNO 8126	 	American Commercial Lines LLC	 	633506	 	 	3506	 	 	Hopper- Owned	 	[*]
	973
	 	SCNO 8128	 	American Commercial Lines LLC	 	633508	 	 	3508	 	 	Hopper- Owned	 	[*]
	974
	 	SCNO 8129	 	American Commercial Lines LLC	 	633509	 	 	3509	 	 	Hopper- Owned	 	[*]
	975
	 	SCNO 8130	 	American Commercial Lines LLC	 	633510	 	 	3510	 	 	Hopper- Owned	 	[*]
	976
	 	SCNO 8131	 	American Commercial Lines LLC	 	633511	 	 	3511	 	 	Hopper- Owned	 	[*]
	977
	 	SCNO 8132	 	American Commercial Lines LLC	 	633512	 	 	3512	 	 	Hopper- Owned	 	[*]
	978
	 	SCNO 8133	 	American Commercial Lines LLC	 	633513	 	 	3513	 	 	Hopper- Owned	 	[*]
	979
	 	SCNO 8134	 	American Commercial Lines LLC	 	633514	 	 	3514	 	 	Hopper- Owned	 	[*]
	980
	 	SCNO 8135	 	American Commercial Lines LLC	 	633515	 	 	3515	 	 	Hopper- Owned	 	[*]
	981
	 	SCNO 8136	 	American Commercial Lines LLC	 	633516	 	 	3516	 	 	Hopper- Owned	 	[*]
	982
	 	SCNO 8137	 	American Commercial Lines LLC	 	633517	 	 	3517	 	 	Hopper- Owned	 	[*]
	983
	 	SCNO 8138	 	American Commercial Lines LLC	 	633518	 	 	3518	 	 	Hopper- Owned	 	[*]
	984
	 	SCNO 8139	 	American Commercial Lines LLC	 	633519	 	 	3519	 	 	Hopper- Owned	 	[*]
	985
	 	SCNO 8140	 	American Commercial Lines LLC	 	633520	 	 	3520	 	 	Hopper- Owned	 	[*]
	986
	 	SCNO 8141	 	American Commercial Lines LLC	 	633521	 	 	3521	 	 	Hopper- Owned	 	[*]
	987
	 	SCNO 8142	 	American Commercial Lines LLC	 	633522	 	 	3522	 	 	Hopper- Owned	 	[*]
	988
	 	SCNO 8143	 	American Commercial Lines LLC	 	633523	 	 	3523	 	 	Hopper- Owned	 	[*]
	989
	 	SCNO 8144	 	American Commercial Lines LLC	 	633524	 	 	3524	 	 	Hopper- Owned	 	[*]
	990
	 	SCNO 8145	 	American Commercial Lines LLC	 	633525	 	 	3525	 	 	Hopper- Owned	 	[*]
	991
	 	SCNO 8146	 	American Commercial Lines LLC	 	633526	 	 	3526	 	 	Hopper- Owned	 	[*]
	992
	 	SCNO 8147	 	American Commercial Lines LLC	 	633527	 	 	3527	 	 	Hopper- Owned	 	[*]
	993
	 	SCNO 8148	 	American Commercial Lines LLC	 	633528	 	 	3528	 	 	Hopper- Owned	 	[*]
	994
	 	SCNO 8149	 	American Commercial Lines LLC	 	633529	 	 	3529	 	 	Hopper- Owned	 	[*]
	995
	 	SCNO 8150	 	American Commercial Lines LLC	 	633530	 	 	3530	 	 	Hopper- Owned	 	[*]
	996
	 	SCNO 8151	 	American Commercial Lines LLC	 	633531	 	 	3531	 	 	Hopper- Owned	 	[*]
	997
	 	SCNO 8152	 	American Commercial Lines LLC	 	633532	 	 	3532	 	 	Hopper- Owned	 	[*]
	998
	 	SCNO 8153	 	American Commercial Lines LLC	 	633533	 	 	3533	 	 	Hopper- Owned	 	[*]







 




			
	[*]	 	The asterisk denotes that confidential portions of this Schedule have been omitted in reliance
on rule 24b-2 of the Securities Exchange Act of 1934. The confidential portions have been
submitted separately to the Securities and Exchange Commission.





 









 











Schedule 4.01(h)(1) Towboats Barges and other Vessels — Owned




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Official	 	Terminal	 	 	 	Appraised  Asset 
	Vessel	 	Vessel Name	 	ACL Business Unit	 	Number	 	Number	 	Vessel Type	 	Value
	999
	 	SCNO 8154	 	American Commercial Lines LLC	 	633534	 	 	3534	 	 	Hopper- Owned	 	[*]
	1000
	 	SCNO 8155	 	American Commercial Lines LLC	 	633535	 	 	3535	 	 	Hopper- Owned	 	[*]
	1001
	 	SCNO 8157	 	American Commercial Lines LLC	 	633537	 	 	3537	 	 	Hopper- Owned	 	[*]
	1002
	 	SCNO 8158	 	American Commercial Lines LLC	 	633538	 	 	3538	 	 	Hopper- Owned	 	[*]
	1003
	 	SCNO 8159	 	American Commercial Lines LLC	 	633539	 	 	3539	 	 	Hopper- Owned	 	[*]
	1004
	 	SCNO 8160	 	American Commercial Lines LLC	 	633540	 	 	3540	 	 	Hopper- Owned	 	[*]
	1005
	 	ACL 96006	 	American Commercial Lines LLC	 	1043597	 	 	3597	 	 	Hopper- Owned	 	[*]
	1006
	 	ACL 96007	 	American Commercial Lines LLC	 	1043598	 	 	3598	 	 	Hopper- Owned	 	[*]
	1007
	 	ACL 96008	 	American Commercial Lines LLC	 	1043599	 	 	3599	 	 	Hopper- Owned	 	[*]
	1008
	 	ACL 96009	 	American Commercial Lines LLC	 	1043600	 	 	3600	 	 	Hopper- Owned	 	[*]
	1009
	 	ACL 96010	 	American Commercial Lines LLC	 	1043601	 	 	3601	 	 	Hopper- Owned	 	[*]
	1010
	 	ACL 96011	 	American Commercial Lines LLC	 	1043602	 	 	3602	 	 	Hopper- Owned	 	[*]
	1011
	 	ACL 96012	 	American Commercial Lines LLC	 	1043603	 	 	3603	 	 	Hopper- Owned	 	[*]
	1012
	 	ACL 96013	 	American Commercial Lines LLC	 	1043604	 	 	3604	 	 	Hopper- Owned	 	[*]
	1013
	 	ACBL 3095	 	American Commercial Lines LLC	 	593605	 	 	3605	 	 	Hopper- Owned	 	[*]
	1014
	 	ACL 96014	 	American Commercial Lines LLC	 	1043605	 	 	3605	 	 	Hopper- Owned	 	[*]
	1015
	 	ACBL 3096	 	American Commercial Lines LLC	 	593606	 	 	3606	 	 	Hopper- Owned	 	[*]
	1016
	 	ACL 96015	 	American Commercial Lines LLC	 	1043606	 	 	3606	 	 	Hopper- Owned	 	[*]
	1017
	 	ACBL 3097	 	American Commercial Lines LLC	 	593607	 	 	3607	 	 	Hopper- Owned	 	[*]
	1018
	 	ACBL 3098	 	American Commercial Lines LLC	 	593608	 	 	3608	 	 	Hopper- Owned	 	[*]
	1019
	 	ACL 96016	 	American Commercial Lines LLC	 	1043608	 	 	3608	 	 	Hopper- Owned	 	[*]
	1020
	 	ACBL 3099	 	American Commercial Lines LLC	 	593609	 	 	3609	 	 	Hopper- Owned	 	[*]
	1021
	 	ACL 96017	 	American Commercial Lines LLC	 	1043609	 	 	3609	 	 	Hopper- Owned	 	[*]
	1022
	 	ACBL 3100	 	American Commercial Lines LLC	 	593610	 	 	3610	 	 	Hopper- Owned	 	[*]
	1023
	 	ACL 96018	 	American Commercial Lines LLC	 	1043610	 	 	3610	 	 	Hopper- Owned	 	[*]
	1024
	 	ACBL 3101	 	American Commercial Lines LLC	 	593611	 	 	3611	 	 	Hopper- Owned	 	[*]
	1025
	 	ACL 96019	 	American Commercial Lines LLC	 	1043611	 	 	3611	 	 	Hopper- Owned	 	[*]
	1026
	 	ACL 96020	 	American Commercial Lines LLC	 	1043612	 	 	3612	 	 	Hopper- Owned	 	[*]
	1027
	 	ACBL 3103	 	American Commercial Lines LLC	 	593613	 	 	3613	 	 	Hopper- Owned	 	[*]
	1028
	 	ACL 96021	 	American Commercial Lines LLC	 	1043613	 	 	3613	 	 	Hopper- Owned	 	[*]
	1029
	 	ACL 96022	 	American Commercial Lines LLC	 	1043614	 	 	3614	 	 	Hopper- Owned	 	[*]
	1030
	 	ACL 96023	 	American Commercial Lines LLC	 	1043615	 	 	3615	 	 	Hopper- Owned	 	[*]
	1031
	 	ACL 96024	 	American Commercial Lines LLC	 	1043616	 	 	3616	 	 	Hopper- Owned	 	[*]
	1032
	 	ACL 96025	 	American Commercial Lines LLC	 	1043618	 	 	3618	 	 	Hopper- Owned	 	[*]
	1033
	 	ACL 96026	 	American Commercial Lines LLC	 	1043621	 	 	3621	 	 	Hopper- Owned	 	[*]
	1034
	 	ACL 96027	 	American Commercial Lines LLC	 	1043622	 	 	3622	 	 	Hopper- Owned	 	[*]
	1035
	 	ACL 96028	 	American Commercial Lines LLC	 	1043623	 	 	3623	 	 	Hopper- Owned	 	[*]
	1036
	 	ACL 96029	 	American Commercial Lines LLC	 	1043624	 	 	3624	 	 	Hopper- Owned	 	[*]
	1037
	 	ACL 96030	 	American Commercial Lines LLC	 	1043625	 	 	3625	 	 	Hopper- Owned	 	[*]
	1038
	 	ACL 96031	 	American Commercial Lines LLC	 	1043626	 	 	3626	 	 	Hopper- Owned	 	[*]
	1039
	 	ACL 96032	 	American Commercial Lines LLC	 	1043627	 	 	3627	 	 	Hopper- Owned	 	[*]
	1040
	 	ACL 96033	 	American Commercial Lines LLC	 	1043628	 	 	3628	 	 	Hopper- Owned	 	[*]
	1041
	 	ACL 96034	 	American Commercial Lines LLC	 	1043629	 	 	3629	 	 	Hopper- Owned	 	[*]
	1042
	 	ACL 96035	 	American Commercial Lines LLC	 	1043630	 	 	3630	 	 	Hopper- Owned	 	[*]
	1043
	 	CHEM 306	 	American Commercial Lines LLC	 	553630	 	 	3630	 	 	Oversized	 	[*]
	1044
	 	ACBL 429	 	American Commercial Lines LLC	 	633639	 	 	3639	 	 	Hopper- Owned	 	[*]
	1045
	 	ACBL 431	 	American Commercial Lines LLC	 	633641	 	 	3641	 	 	Hopper- Owned	 	[*]
	1046
	 	ACBL 432	 	American Commercial Lines LLC	 	633642	 	 	3642	 	 	Hopper- Owned	 	[*]
	1047
	 	CHEM 304	 	American Commercial Lines LLC	 	523659	 	 	3659	 	 	Oversized	 	[*]
	1048
	 	HINES 418	 	American Commercial Lines LLC	 	553673	 	 	3673	 	 	Oversized	 	[*]
	1049
	 	HINES 420	 	American Commercial Lines LLC	 	553674	 	 	3674	 	 	Oversized	 	[*]
	1050
	 	BILL ELMER	 	American Commercial Lines LLC	 	533705	 	 	3705	 	 	Boat	 	[*]
	1051
	 	ACBL 4336	 	American Commercial Lines LLC	 	613727	 	 	3727	 	 	Hopper- Owned	 	[*]
	1052
	 	TTBL 4015	 	American Commercial Lines LLC	 	613736	 	 	3736	 	 	Hopper- Owned	 	[*]
	1053
	 	TTBL 4016	 	American Commercial Lines LLC	 	613737	 	 	3737	 	 	Hopper- Owned	 	[*]
	1054
	 	TTBL 4017	 	American Commercial Lines LLC	 	613738	 	 	3738	 	 	Hopper- Owned	 	[*]
	1055
	 	TTBL 4018	 	American Commercial Lines LLC	 	613739	 	 	3739	 	 	Hopper- Owned	 	[*]
	1056
	 	ACBL 4140	 	American Commercial Lines LLC	 	643756	 	 	3756	 	 	Hopper- Owned	 	[*]
	1057
	 	ACBL 4141	 	American Commercial Lines LLC	 	643757	 	 	3757	 	 	Hopper- Owned	 	[*]
	1058
	 	ACBL 4142	 	American Commercial Lines LLC	 	643758	 	 	3758	 	 	Hopper- Owned	 	[*]
	1059
	 	ACBL 4143	 	American Commercial Lines LLC	 	643759	 	 	3759	 	 	Hopper- Owned	 	[*]
	1060
	 	ACBL 4144	 	American Commercial Lines LLC	 	643760	 	 	3760	 	 	Hopper- Owned	 	[*]
	1061
	 	NM 1001	 	American Commercial Lines LLC	 	963767	 	 	3767	 	 	Jumbo	 	[*]
	1062
	 	NM 1002	 	American Commercial Lines LLC	 	963768	 	 	3768	 	 	Jumbo	 	[*]
	1063
	 	NM 1003	 	American Commercial Lines LLC	 	963769	 	 	3769	 	 	Jumbo	 	[*]
	1064
	 	NM 1004	 	American Commercial Lines LLC	 	963770	 	 	3770	 	 	Jumbo	 	[*]
	1065
	 	NM 1005	 	American Commercial Lines LLC	 	963771	 	 	3771	 	 	Jumbo	 	[*]
	1066
	 	NM 1006	 	American Commercial Lines LLC	 	963772	 	 	3772	 	 	Jumbo	 	[*]
	1067
	 	NM 1007	 	American Commercial Lines LLC	 	963773	 	 	3773	 	 	Jumbo	 	[*]
	1068
	 	NM 1008	 	American Commercial Lines LLC	 	963774	 	 	3774	 	 	Jumbo	 	[*]
	1069
	 	NM 1009	 	American Commercial Lines LLC	 	963775	 	 	3775	 	 	Jumbo	 	[*]
	1070
	 	NM 1010	 	American Commercial Lines LLC	 	963776	 	 	3776	 	 	Jumbo	 	[*]
	1071
	 	NM 1011	 	American Commercial Lines LLC	 	963777	 	 	3777	 	 	Jumbo	 	[*]
	1072
	 	NM 1012	 	American Commercial Lines LLC	 	963778	 	 	3778	 	 	Jumbo	 	[*]
	1073
	 	NM 1013	 	American Commercial Lines LLC	 	963779	 	 	3779	 	 	Jumbo	 	[*]
	1074
	 	NM 1014	 	American Commercial Lines LLC	 	963780	 	 	3780	 	 	Jumbo	 	[*]
	1075
	 	NM 1015	 	American Commercial Lines LLC	 	963781	 	 	3781	 	 	Jumbo	 	[*]







 




			
	[*]	 	The asterisk denotes that confidential portions of this Schedule have been omitted in reliance
on rule 24b-2 of the Securities Exchange Act of 1934. The confidential portions have been
submitted separately to the Securities and Exchange Commission.





 









 











Schedule 4.01(h)(1) Towboats Barges and other Vessels — Owned




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Official	 	Terminal	 	 	 	Appraised  Asset 
	Vessel	 	Vessel Name	 	ACL Business Unit	 	Number	 	Number	 	Vessel Type	 	Value
	1076
	 	MAC 223B	 	American Commercial Lines LLC	 	623782	 	 	3782	 	 	Hopper- Owned	 	[*]
	1077
	 	NM 1016	 	American Commercial Lines LLC	 	963782	 	 	3782	 	 	Jumbo	 	[*]
	1078
	 	NM 1017	 	American Commercial Lines LLC	 	963783	 	 	3783	 	 	Jumbo	 	[*]
	1079
	 	NM 1018	 	American Commercial Lines LLC	 	963784	 	 	3784	 	 	Jumbo	 	[*]
	1080
	 	NM 1019	 	American Commercial Lines LLC	 	963785	 	 	3785	 	 	Jumbo	 	[*]
	1081
	 	NM 1020	 	American Commercial Lines LLC	 	963786	 	 	3786	 	 	Jumbo	 	[*]
	1082
	 	SCNO 1323	 	American Commercial Lines LLC	 	523793	 	 	3793	 	 	Inactive in Use	 	[*]
	1083
	 	AGS 420B	 	American Commercial Lines LLC	 	633794	 	 	3794	 	 	Hopper- Owned	 	[*]
	1084
	 	SCNO 1324	 	American Commercial Lines LLC	 	523794	 	 	3794	 	 	Non-COI	 	[*]
	1085
	 	SCNO 1325	 	American Commercial Lines LLC	 	523795	 	 	3795	 	 	Non-COI	 	[*]
	1086
	 	SCNO 1326	 	American Commercial Lines LLC	 	523796	 	 	3796	 	 	Inactive in Use	 	[*]
	1087
	 	ACL 9747B	 	American Commercial Lines LLC	 	1053819	 	 	3819	 	 	Hopper- Owned	 	[*]
	1088
	 	ACL 9748B	 	American Commercial Lines LLC	 	1053820	 	 	3820	 	 	Hopper- Owned	 	[*]
	1089
	 	ACL 9749B	 	American Commercial Lines LLC	 	1053821	 	 	3821	 	 	Hopper- Owned	 	[*]
	1090
	 	ACL 9750B	 	American Commercial Lines LLC	 	1053822	 	 	3822	 	 	Hopper- Owned	 	[*]
	1091
	 	ACBL 4150	 	American Commercial Lines LLC	 	643831	 	 	3831	 	 	Hopper- Owned	 	[*]
	1092
	 	CHEM 307	 	American Commercial Lines LLC	 	553851	 	 	3851	 	 	Oversized	 	[*]
	1093
	 	CHEM 403	 	American Commercial Lines LLC	 	553852	 	 	3852	 	 	Oversized	 	[*]
	1094
	 	CHEM 404	 	American Commercial Lines LLC	 	553853	 	 	3853	 	 	Oversized	 	[*]
	1095
	 	CHEM 405	 	American Commercial Lines LLC	 	553854	 	 	3854	 	 	Oversized	 	[*]
	1096
	 	CHEM 406	 	American Commercial Lines LLC	 	553855	 	 	3855	 	 	Oversized	 	[*]
	1097
	 	CHEM 407	 	American Commercial Lines LLC	 	553856	 	 	3856	 	 	Oversized	 	[*]
	1098
	 	CHEM 408	 	American Commercial Lines LLC	 	553857	 	 	3857	 	 	Oversized	 	[*]
	1099
	 	CHEM 500	 	American Commercial Lines LLC	 	553858	 	 	3858	 	 	Oversized	 	[*]
	1100
	 	DM 2801	 	American Commercial Lines LLC	 	633859	 	 	3859	 	 	Hopper- Owned	 	[*]
	1101
	 	REGINA ANN	 	American Commercial Lines LLC	 	623859	 	 	3859	 	 	Boat	 	[*]
	1102
	 	DM 2802	 	American Commercial Lines LLC	 	633860	 	 	3860	 	 	Hopper- Owned	 	[*]
	1103
	 	ACBL 4241	 	American Commercial Lines LLC	 	613861	 	 	3861	 	 	Hopper- Owned	 	[*]
	1104
	 	DM 2803	 	American Commercial Lines LLC	 	633861	 	 	3861	 	 	Hopper- Owned	 	[*]
	1105
	 	DM 2804	 	American Commercial Lines LLC	 	633862	 	 	3862	 	 	Hopper- Owned	 	[*]
	1106
	 	DM 2805	 	American Commercial Lines LLC	 	633863	 	 	3863	 	 	Hopper- Owned	 	[*]
	1107
	 	ACBL 4304	 	American Commercial Lines LLC	 	623864	 	 	3864	 	 	Hopper- Owned	 	[*]
	1108
	 	DM 2806	 	American Commercial Lines LLC	 	633864	 	 	3864	 	 	Hopper- Owned	 	[*]
	1109
	 	DM 2807	 	American Commercial Lines LLC	 	633865	 	 	3865	 	 	Hopper- Owned	 	[*]
	1110
	 	DM 2808	 	American Commercial Lines LLC	 	633866	 	 	3866	 	 	Hopper- Owned	 	[*]
	1111
	 	DM 2809	 	American Commercial Lines LLC	 	633867	 	 	3867	 	 	Hopper- Owned	 	[*]
	1112
	 	DM 2810	 	American Commercial Lines LLC	 	633868	 	 	3868	 	 	Hopper- Owned	 	[*]
	1113
	 	DM 2811	 	American Commercial Lines LLC	 	633869	 	 	3869	 	 	Hopper- Owned	 	[*]
	1114
	 	DM 2812	 	American Commercial Lines LLC	 	633870	 	 	3870	 	 	Hopper- Owned	 	[*]
	1115
	 	DM 2813	 	American Commercial Lines LLC	 	633871	 	 	3871	 	 	Hopper- Owned	 	[*]
	1116
	 	DM 2814	 	American Commercial Lines LLC	 	633872	 	 	3872	 	 	Hopper- Owned	 	[*]
	1117
	 	DM 2815	 	American Commercial Lines LLC	 	633873	 	 	3873	 	 	Hopper- Owned	 	[*]
	1118
	 	DM 2816	 	American Commercial Lines LLC	 	633874	 	 	3874	 	 	Hopper- Owned	 	[*]
	1119
	 	DM 2817	 	American Commercial Lines LLC	 	633875	 	 	3875	 	 	Hopper- Owned	 	[*]
	1120
	 	S.C. & N.O. 7325B	 	American Commercial Lines LLC	 	553875	 	 	3875	 	 	Inactive in Use	 	[*]
	1121
	 	DM 2818	 	American Commercial Lines LLC	 	633876	 	 	3876	 	 	Hopper- Owned	 	[*]
	1122
	 	DELL BUTCHER	 	American Commercial Lines LLC	 	503877	 	 	3877	 	 	Boat	 	[*]
	1123
	 	DM 2820	 	American Commercial Lines LLC	 	633878	 	 	3878	 	 	Hopper- Owned	 	[*]
	1124
	 	ACBL 2748	 	American Commercial Lines LLC	 	523884	 	 	3884	 	 	Inactive in Use	 	[*]
	1125
	 	ACBL 435	 	American Commercial Lines LLC	 	653896	 	 	3896	 	 	Hopper- Owned	 	[*]
	1126
	 	ACBL 411	 	American Commercial Lines LLC	 	633897	 	 	3897	 	 	Hopper- Owned	 	[*]
	1127
	 	ACBL 436	 	American Commercial Lines LLC	 	653897	 	 	3897	 	 	Hopper- Owned	 	[*]
	1128
	 	ACBL 437	 	American Commercial Lines LLC	 	653898	 	 	3898	 	 	Hopper- Owned	 	[*]
	1129
	 	ACBL 438	 	American Commercial Lines LLC	 	653899	 	 	3899	 	 	Hopper- Owned	 	[*]
	1130
	 	ACBL 414	 	American Commercial Lines LLC	 	633900	 	 	3900	 	 	Hopper- Owned	 	[*]
	1131
	 	ACBL 439	 	American Commercial Lines LLC	 	653900	 	 	3900	 	 	Hopper- Owned	 	[*]
	1132
	 	ACBL 440	 	American Commercial Lines LLC	 	653901	 	 	3901	 	 	Hopper- Owned	 	[*]
	1133
	 	ACBL 441	 	American Commercial Lines LLC	 	653902	 	 	3902	 	 	Hopper- Owned	 	[*]
	1134
	 	ACBL 442	 	American Commercial Lines LLC	 	653903	 	 	3903	 	 	Hopper- Owned	 	[*]
	1135
	 	ACBL 418	 	American Commercial Lines LLC	 	633904	 	 	3904	 	 	Hopper- Owned	 	[*]
	1136
	 	ACBL 443	 	American Commercial Lines LLC	 	653904	 	 	3904	 	 	Hopper- Owned	 	[*]
	1137
	 	ACBL 419	 	American Commercial Lines LLC	 	633905	 	 	3905	 	 	Hopper- Owned	 	[*]
	1138
	 	ACBL 444	 	American Commercial Lines LLC	 	653905	 	 	3905	 	 	Hopper- Owned	 	[*]
	1139
	 	ACBL 445	 	American Commercial Lines LLC	 	653906	 	 	3906	 	 	Hopper- Owned	 	[*]
	1140
	 	ACBL 500	 	American Commercial Lines LLC	 	653907	 	 	3907	 	 	Hopper- Owned	 	[*]
	1141
	 	ACBL 501	 	American Commercial Lines LLC	 	653908	 	 	3908	 	 	Hopper- Owned	 	[*]
	1142
	 	ACBL 502	 	American Commercial Lines LLC	 	653909	 	 	3909	 	 	Hopper- Owned	 	[*]
	1143
	 	ACBL 503	 	American Commercial Lines LLC	 	653910	 	 	3910	 	 	Hopper- Owned	 	[*]
	1144
	 	ACBL 504	 	American Commercial Lines LLC	 	653911	 	 	3911	 	 	Hopper- Owned	 	[*]
	1145
	 	ACBL 505	 	American Commercial Lines LLC	 	653912	 	 	3912	 	 	Hopper- Owned	 	[*]
	1146
	 	ACBL 506	 	American Commercial Lines LLC	 	653913	 	 	3913	 	 	Hopper- Owned	 	[*]
	1147
	 	ACBL 507	 	American Commercial Lines LLC	 	653914	 	 	3914	 	 	Hopper- Owned	 	[*]
	1148
	 	ACBL 508	 	American Commercial Lines LLC	 	653915	 	 	3915	 	 	Hopper- Owned	 	[*]
	1149
	 	VL 8201	 	American Commercial Lines LLC	 	643915	 	 	3915	 	 	Hopper- Owned	 	[*]
	1150
	 	ACBL 509	 	American Commercial Lines LLC	 	653916	 	 	3916	 	 	Hopper- Owned	 	[*]
	1151
	 	ACBL 510	 	American Commercial Lines LLC	 	653917	 	 	3917	 	 	Hopper- Owned	 	[*]
	1152
	 	ACBL 511	 	American Commercial Lines LLC	 	653918	 	 	3918	 	 	Hopper- Owned	 	[*]







 




			
	[*]	 	The asterisk denotes that confidential portions of this Schedule have been omitted in reliance
on rule 24b-2 of the Securities Exchange Act of 1934. The confidential portions have been
submitted separately to the Securities and Exchange Commission.





 









 











Schedule 4.01(h)(1) Towboats Barges and other Vessels — Owned




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Official	 	Terminal	 	 	 	Appraised  Asset 
	Vessel	 	Vessel Name	 	ACL Business Unit	 	Number	 	Number	 	Vessel Type	 	Value
	1153
	 	ACBL 512	 	American Commercial Lines LLC	 	653919	 	 	3919	 	 	Hopper- Owned	 	[*]
	1154
	 	ACBL 513	 	American Commercial Lines LLC	 	653920	 	 	3920	 	 	Hopper- Owned	 	[*]
	1155
	 	ACBL 514	 	American Commercial Lines LLC	 	653921	 	 	3921	 	 	Hopper- Owned	 	[*]
	1156
	 	ACBL 4123	 	American Commercial Lines LLC	 	633994	 	 	3994	 	 	Hopper- Owned	 	[*]
	1157
	 	ACBL 4124	 	American Commercial Lines LLC	 	633995	 	 	3995	 	 	Hopper- Owned	 	[*]
	1158
	 	ACBL 4125	 	American Commercial Lines LLC	 	633996	 	 	3996	 	 	Hopper- Owned	 	[*]
	1159
	 	ACBL 4126	 	American Commercial Lines LLC	 	633997	 	 	3997	 	 	Hopper- Owned	 	[*]
	1160
	 	V  823B	 	American Commercial Lines LLC	 	513998	 	 	3998	 	 	Inactive in Use	 	[*]
	1161
	 	V  824 B	 	American Commercial Lines LLC	 	513999	 	 	3999	 	 	Inactive in Use	 	[*]
	1162
	 	JAMES E. NIVIN	 	American Commercial Lines LLC	 	564006	 	 	4006	 	 	Boat	 	[*]
	1163
	 	TOM BEHRINGER	 	American Commercial Lines LLC	 	584006	 	 	4006	 	 	Boat	 	[*]
	1164
	 	ACBL 110	 	American Commercial Lines LLC	 	604010	 	 	4010	 	 	Hopper- Owned	 	[*]
	1165
	 	ACBL 111	 	American Commercial Lines LLC	 	604011	 	 	4011	 	 	Hopper- Owned	 	[*]
	1166
	 	ACBL 113	 	American Commercial Lines LLC	 	604013	 	 	4013	 	 	Hopper- Owned	 	[*]
	1167
	 	ACBL 114	 	American Commercial Lines LLC	 	604014	 	 	4014	 	 	Hopper- Owned	 	[*]
	1168
	 	ACBL 410	 	American Commercial Lines LLC	 	604015	 	 	4015	 	 	Hopper- Owned	 	[*]
	1169
	 	ACBL 116	 	American Commercial Lines LLC	 	604016	 	 	4016	 	 	Hopper- Owned	 	[*]
	1170
	 	ACBL 117	 	American Commercial Lines LLC	 	604017	 	 	4017	 	 	Hopper- Owned	 	[*]
	1171
	 	CMA 112	 	American Commercial Lines LLC	 	524017	 	 	4017	 	 	Inactive in Use	 	[*]
	1172
	 	ACBL 121	 	American Commercial Lines LLC	 	604021	 	 	4021	 	 	Hopper- Owned	 	[*]
	1173
	 	ACBL 406	 	American Commercial Lines LLC	 	604022	 	 	4022	 	 	Hopper- Owned	 	[*]
	1174
	 	ACBL 124	 	American Commercial Lines LLC	 	604024	 	 	4024	 	 	Hopper- Owned	 	[*]
	1175
	 	ACBL 3200	 	American Commercial Lines LLC	 	604025	 	 	4025	 	 	Hopper- Owned	 	[*]
	1176
	 	ACBL 3201	 	American Commercial Lines LLC	 	604026	 	 	4026	 	 	Hopper- Owned	 	[*]
	1177
	 	ACBL 3202	 	American Commercial Lines LLC	 	604027	 	 	4027	 	 	Hopper- Owned	 	[*]
	1178
	 	VLB 75116	 	American Commercial Lines LLC	 	564027	 	 	4027	 	 	Inactive in Use	 	[*]
	1179
	 	ACBL 3203	 	American Commercial Lines LLC	 	604028	 	 	4028	 	 	Hopper- Owned	 	[*]
	1180
	 	ACBL 3204	 	American Commercial Lines LLC	 	604029	 	 	4029	 	 	Hopper- Owned	 	[*]
	1181
	 	ACBL 3205	 	American Commercial Lines LLC	 	604030	 	 	4030	 	 	Hopper- Owned	 	[*]
	1182
	 	ACBL 3206	 	American Commercial Lines LLC	 	604031	 	 	4031	 	 	Hopper- Owned	 	[*]
	1183
	 	ACBL 3207	 	American Commercial Lines LLC	 	604032	 	 	4032	 	 	Hopper- Owned	 	[*]
	1184
	 	ACBL 3208	 	American Commercial Lines LLC	 	604033	 	 	4033	 	 	Hopper- Owned	 	[*]
	1185
	 	ACBL 3209	 	American Commercial Lines LLC	 	604034	 	 	4034	 	 	Hopper- Owned	 	[*]
	1186
	 	ACBL 3210	 	American Commercial Lines LLC	 	604035	 	 	4035	 	 	Hopper- Owned	 	[*]
	1187
	 	VLB 75109	 	American Commercial Lines LLC	 	564035	 	 	4035	 	 	Inactive in Use	 	[*]
	1188
	 	ACBL 3211	 	American Commercial Lines LLC	 	604036	 	 	4036	 	 	Hopper- Owned	 	[*]
	1189
	 	ACBL 3212	 	American Commercial Lines LLC	 	604037	 	 	4037	 	 	Hopper- Owned	 	[*]
	1190
	 	ACBL 3214	 	American Commercial Lines LLC	 	604039	 	 	4039	 	 	Hopper- Owned	 	[*]
	1191
	 	ACBL 3215	 	American Commercial Lines LLC	 	604040	 	 	4040	 	 	Hopper- Owned	 	[*]
	1192
	 	VLB 75114	 	American Commercial Lines LLC	 	564040	 	 	4040	 	 	Inactive in Use	 	[*]
	1193
	 	ROBERT SHELTON	 	American Commercial Lines LLC	 	644041	 	 	4041	 	 	Boat	 	[*]
	1194
	 	ACBL 3217	 	American Commercial Lines LLC	 	604042	 	 	4042	 	 	Hopper- Owned	 	[*]
	1195
	 	ACBL 3218	 	American Commercial Lines LLC	 	604043	 	 	4043	 	 	Hopper- Owned	 	[*]
	1196
	 	ACBL 3219	 	American Commercial Lines LLC	 	604044	 	 	4044	 	 	Hopper- Owned	 	[*]
	1197
	 	ACBL 3220	 	American Commercial Lines LLC	 	604045	 	 	4045	 	 	Hopper- Owned	 	[*]
	1198
	 	ACBL 3221	 	American Commercial Lines LLC	 	604046	 	 	4046	 	 	Hopper- Owned	 	[*]
	1199
	 	ACBL 3222	 	American Commercial Lines LLC	 	604047	 	 	4047	 	 	Hopper- Owned	 	[*]
	1200
	 	ACBL 3223	 	American Commercial Lines LLC	 	604048	 	 	4048	 	 	Hopper- Owned	 	[*]
	1201
	 	ACBL 3224	 	American Commercial Lines LLC	 	604049	 	 	4049	 	 	Hopper- Owned	 	[*]
	1202
	 	ACBL 5025	 	American Commercial Lines LLC	 	624057	 	 	4057	 	 	Hopper- Owned	 	[*]
	1203
	 	ACBL 5026	 	American Commercial Lines LLC	 	624058	 	 	4058	 	 	Hopper- Owned	 	[*]
	1204
	 	ACBL 5027	 	American Commercial Lines LLC	 	624059	 	 	4059	 	 	Hopper- Owned	 	[*]
	1205
	 	ACL 00582	 	American Commercial Lines LLC	 	1114059	 	 	4059	 	 	Steel Roll Covers, Rake Hull	 	[*]
	1206
	 	ACBL 5028	 	American Commercial Lines LLC	 	624060	 	 	4060	 	 	Hopper- Owned	 	[*]
	1207
	 	ACL 00583	 	American Commercial Lines LLC	 	1114060	 	 	4060	 	 	Steel Roll Covers, Rake Hull	 	[*]
	1208
	 	ACBL 5029	 	American Commercial Lines LLC	 	624061	 	 	4061	 	 	Hopper- Owned	 	[*]
	1209
	 	ACL 00584	 	American Commercial Lines LLC	 	1114061	 	 	4061	 	 	Steel Roll Covers, Rake Hull	 	[*]
	1210
	 	ACBL 5030	 	American Commercial Lines LLC	 	624062	 	 	4062	 	 	Hopper- Owned	 	[*]
	1211
	 	ACL 01500	 	American Commercial Lines LLC	 	1114062	 	 	4062	 	 	Steel Roll Covers, Rake Hull	 	[*]
	1212
	 	ACBL 5031	 	American Commercial Lines LLC	 	624063	 	 	4063	 	 	Hopper- Owned	 	[*]
	1213
	 	ACL 01501	 	American Commercial Lines LLC	 	1114063	 	 	4063	 	 	Steel Roll Covers, Rake Hull	 	[*]
	1214
	 	HINES 407B	 	American Commercial Lines LLC	 	544063	 	 	4063	 	 	Oversized	 	[*]
	1215
	 	ACBL 5032	 	American Commercial Lines LLC	 	624064	 	 	4064	 	 	Hopper- Owned	 	[*]
	1216
	 	ACL 01502	 	American Commercial Lines LLC	 	1114064	 	 	4064	 	 	Steel Roll Covers, Rake Hull	 	[*]
	1217
	 	ACBL 5033	 	American Commercial Lines LLC	 	624065	 	 	4065	 	 	Hopper- Owned	 	[*]
	1218
	 	ACL 01503	 	American Commercial Lines LLC	 	1114065	 	 	4065	 	 	Steel Roll Covers, Rake Hull	 	[*]
	1219
	 	VL 7185	 	American Commercial Lines LLC	 	534065	 	 	4065	 	 	Inactive in Use	 	[*]
	1220
	 	ACBL 5034	 	American Commercial Lines LLC	 	624066	 	 	4066	 	 	Hopper- Owned	 	[*]
	1221
	 	ACL 01504	 	American Commercial Lines LLC	 	1114066	 	 	4066	 	 	Steel Roll Covers, Rake Hull	 	[*]
	1222
	 	ACBL 5035	 	American Commercial Lines LLC	 	624067	 	 	4067	 	 	Hopper- Owned	 	[*]
	1223
	 	ACL 01505	 	American Commercial Lines LLC	 	1114067	 	 	4067	 	 	Steel Roll Covers, Rake Hull	 	[*]
	1224
	 	ACBL 5036	 	American Commercial Lines LLC	 	624068	 	 	4068	 	 	Hopper- Owned	 	[*]
	1225
	 	ACL 01506	 	American Commercial Lines LLC	 	1114068	 	 	4068	 	 	Steel Roll Covers, Rake Hull	 	[*]
	1226
	 	ACBL 5037	 	American Commercial Lines LLC	 	624069	 	 	4069	 	 	Hopper- Owned	 	[*]
	1227
	 	ACL 01507	 	American Commercial Lines LLC	 	1114069	 	 	4069	 	 	Steel Roll Covers, Rake Hull	 	[*]
	1228
	 	ACBL 5038	 	American Commercial Lines LLC	 	624070	 	 	4070	 	 	Hopper- Owned	 	[*]
	1229
	 	ACL 01508	 	American Commercial Lines LLC	 	1114070	 	 	4070	 	 	Steel Roll Covers, Rake Hull	 	[*]







 




			
	[*]	 	The asterisk denotes that confidential portions of this Schedule have been omitted in reliance
on rule 24b-2 of the Securities Exchange Act of 1934. The confidential portions have been
submitted separately to the Securities and Exchange Commission.





 









 











Schedule 4.01(h)(1) Towboats Barges and other Vessels — Owned




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Official	 	Terminal	 	 	 	Appraised  Asset 
	Vessel	 	Vessel Name	 	ACL Business Unit	 	Number	 	Number	 	Vessel Type	 	Value
	1230
	 	ACBL 5039	 	American Commercial Lines LLC	 	624071	 	 	4071	 	 	Hopper- Owned	 	[*]
	1231
	 	ACL 01509	 	American Commercial Lines LLC	 	1114071	 	 	4071	 	 	Steel Roll Covers, Rake Hull	 	[*]
	1232
	 	ACBL 3125	 	American Commercial Lines LLC	 	624072	 	 	4072	 	 	Hopper- Owned	 	[*]
	1233
	 	ACL 01510	 	American Commercial Lines LLC	 	1114072	 	 	4072	 	 	Steel Roll Covers, Rake Hull	 	[*]
	1234
	 	ACBL 3126	 	American Commercial Lines LLC	 	624073	 	 	4073	 	 	Hopper- Owned	 	[*]
	1235
	 	ACL 01511	 	American Commercial Lines LLC	 	1114073	 	 	4073	 	 	Steel Roll Covers, Rake Hull	 	[*]
	1236
	 	ACBL 3127	 	American Commercial Lines LLC	 	624074	 	 	4074	 	 	Hopper- Owned	 	[*]
	1237
	 	ACL 01512	 	American Commercial Lines LLC	 	1114074	 	 	4074	 	 	Steel Roll Covers, Rake Hull	 	[*]
	1238
	 	ACBL 3128	 	American Commercial Lines LLC	 	624075	 	 	4075	 	 	Hopper- Owned	 	[*]
	1239
	 	ACL 01513	 	American Commercial Lines LLC	 	1114075	 	 	4075	 	 	Steel Roll Covers, Rake Hull	 	[*]
	1240
	 	ACBL 3129	 	American Commercial Lines LLC	 	624076	 	 	4076	 	 	Hopper- Owned	 	[*]
	1241
	 	ACL 01514	 	American Commercial Lines LLC	 	1114076	 	 	4076	 	 	Steel Roll Covers, Rake Hull	 	[*]
	1242
	 	ACBL 3130	 	American Commercial Lines LLC	 	624077	 	 	4077	 	 	Hopper- Owned	 	[*]
	1243
	 	ACL 01515	 	American Commercial Lines LLC	 	1114077	 	 	4077	 	 	Steel Roll Covers, Rake Hull	 	[*]
	1244
	 	ACBL 3131	 	American Commercial Lines LLC	 	624078	 	 	4078	 	 	Hopper- Owned	 	[*]
	1245
	 	ACL 01100	 	American Commercial Lines LLC	 	1114078	 	 	4078	 	 	Fiberglass Lift Covers, Rake Hull	 	[*]
	1246
	 	ACBL 3132	 	American Commercial Lines LLC	 	624079	 	 	4079	 	 	Hopper- Owned	 	[*]
	1247
	 	ACL 01101	 	American Commercial Lines LLC	 	1114079	 	 	4079	 	 	Fiberglass Lift Covers, Rake Hull	 	[*]
	1248
	 	ACBL 3133	 	American Commercial Lines LLC	 	624080	 	 	4080	 	 	Hopper- Owned	 	[*]
	1249
	 	ACL 01102	 	American Commercial Lines LLC	 	1114080	 	 	4080	 	 	Fiberglass Lift Covers, Rake Hull	 	[*]
	1250
	 	ACL 01103	 	American Commercial Lines LLC	 	1114081	 	 	4081	 	 	Fiberglass Lift Covers, Rake Hull	 	[*]
	1251
	 	ACL 01104	 	American Commercial Lines LLC	 	1114082	 	 	4082	 	 	Fiberglass Lift Covers, Rake Hull	 	[*]
	1252
	 	ACL 01105	 	American Commercial Lines LLC	 	1114083	 	 	4083	 	 	Fiberglass Lift Covers, Rake Hull	 	[*]
	1253
	 	ACL 01106	 	American Commercial Lines LLC	 	1114084	 	 	4084	 	 	Fiberglass Lift Covers, Rake Hull	 	[*]
	1254
	 	ACL 01107	 	American Commercial Lines LLC	 	1114085	 	 	4085	 	 	Fiberglass Lift Covers, Rake Hull	 	[*]
	1255
	 	ACL 01108	 	American Commercial Lines LLC	 	1114086	 	 	4086	 	 	Fiberglass Lift Covers, Rake Hull	 	[*]
	1256
	 	ACL 01109	 	American Commercial Lines LLC	 	1114087	 	 	4087	 	 	Fiberglass Lift Covers, Rake Hull	 	[*]
	1257
	 	ACL 01110	 	American Commercial Lines LLC	 	1114088	 	 	4088	 	 	Fiberglass Lift Covers, Rake Hull	 	[*]
	1258
	 	ACL 01111	 	American Commercial Lines LLC	 	1114089	 	 	4089	 	 	Fiberglass Lift Covers, Rake Hull	 	[*]
	1259
	 	ACL 01112	 	American Commercial Lines LLC	 	1114090	 	 	4090	 	 	Fiberglass Lift Covers, Rake Hull	 	[*]
	1260
	 	ACL 01113	 	American Commercial Lines LLC	 	1114091	 	 	4091	 	 	Fiberglass Lift Covers, Rake Hull	 	[*]
	1261
	 	ACL 01114	 	American Commercial Lines LLC	 	1114092	 	 	4092	 	 	Fiberglass Lift Covers, Rake Hull	 	[*]
	1262
	 	ACL 01115	 	American Commercial Lines LLC	 	1114093	 	 	4093	 	 	Fiberglass Lift Covers, Rake Hull	 	[*]
	1263
	 	ACL 01116	 	American Commercial Lines LLC	 	1114094	 	 	4094	 	 	Fiberglass Lift Covers, Rake Hull	 	[*]
	1264
	 	ACL 01117	 	American Commercial Lines LLC	 	1114095	 	 	4095	 	 	Fiberglass Lift Covers, Rake Hull	 	[*]
	1265
	 	ACL 01118	 	American Commercial Lines LLC	 	1114096	 	 	4096	 	 	Fiberglass Lift Covers, Rake Hull	 	[*]
	1266
	 	ACL 01119	 	American Commercial Lines LLC	 	1114097	 	 	4097	 	 	Fiberglass Lift Covers, Rake Hull	 	[*]
	1267
	 	ACL 01120	 	American Commercial Lines LLC	 	1114098	 	 	4098	 	 	Fiberglass Lift Covers, Rake Hull	 	[*]
	1268
	 	ACL 01121	 	American Commercial Lines LLC	 	1114099	 	 	4099	 	 	Fiberglass Lift Covers, Rake Hull	 	[*]
	1269
	 	ACL 01122	 	American Commercial Lines LLC	 	1114100	 	 	4100	 	 	Fiberglass Lift Covers, Rake Hull	 	[*]
	1270
	 	ACL 01123	 	American Commercial Lines LLC	 	1114101	 	 	4101	 	 	Fiberglass Lift Covers, Rake Hull	 	[*]
	1271
	 	ACL 01124	 	American Commercial Lines LLC	 	1114102	 	 	4102	 	 	Fiberglass Lift Covers, Rake Hull	 	[*]
	1272
	 	ACL 01125	 	American Commercial Lines LLC	 	1114103	 	 	4103	 	 	Fiberglass Lift Covers, Rake Hull	 	[*]
	1273
	 	ACL 01126	 	American Commercial Lines LLC	 	1114104	 	 	4104	 	 	Fiberglass Lift Covers, Rake Hull	 	[*]
	1274
	 	ACL 01127	 	American Commercial Lines LLC	 	1114105	 	 	4105	 	 	Fiberglass Lift Covers, Rake Hull	 	[*]
	1275
	 	ACL 01128	 	American Commercial Lines LLC	 	1114106	 	 	4106	 	 	Fiberglass Lift Covers, Rake Hull	 	[*]
	1276
	 	ACL 01129	 	American Commercial Lines LLC	 	1114107	 	 	4107	 	 	Fiberglass Lift Covers, Rake Hull	 	[*]
	1277
	 	ACL 01520	 	American Commercial Lines LLC	 	1114108	 	 	4108	 	 	Steel Roll Covers, Rake Hull	 	[*]
	1278
	 	ACL 01521	 	American Commercial Lines LLC	 	1114109	 	 	4109	 	 	Steel Roll Covers, Rake Hull	 	[*]
	1279
	 	ACL 01522	 	American Commercial Lines LLC	 	1114110	 	 	4110	 	 	Steel Roll Covers, Rake Hull	 	[*]
	1280
	 	ACL 01523	 	American Commercial Lines LLC	 	1114111	 	 	4111	 	 	Steel Roll Covers, Rake Hull	 	[*]
	1281
	 	ACL 01524	 	American Commercial Lines LLC	 	1114112	 	 	4112	 	 	Steel Roll Covers, Rake Hull	 	[*]
	1282
	 	ACL 01525	 	American Commercial Lines LLC	 	1114113	 	 	4113	 	 	Steel Roll Covers, Rake Hull	 	[*]
	1283
	 	ACL 01526	 	American Commercial Lines LLC	 	1114114	 	 	4114	 	 	Steel Roll Covers, Rake Hull	 	[*]
	1284
	 	ACL 01527	 	American Commercial Lines LLC	 	1114115	 	 	4115	 	 	Steel Roll Covers, Rake Hull	 	[*]
	1285
	 	ACL 01528	 	American Commercial Lines LLC	 	1114116	 	 	4116	 	 	Steel Roll Covers, Rake Hull	 	[*]
	1286
	 	ACL 01529	 	American Commercial Lines LLC	 	1114117	 	 	4117	 	 	Steel Roll Covers, Rake Hull	 	[*]
	1287
	 	ACL 01530	 	American Commercial Lines LLC	 	1114118	 	 	4118	 	 	Steel Roll Covers, Rake Hull	 	[*]
	1288
	 	ACL 01531	 	American Commercial Lines LLC	 	1114119	 	 	4119	 	 	Steel Roll Covers, Rake Hull	 	[*]
	1289
	 	ACL 01532	 	American Commercial Lines LLC	 	1114120	 	 	4120	 	 	Steel Roll Covers, Rake Hull	 	[*]
	1290
	 	ACL 01533	 	American Commercial Lines LLC	 	1114121	 	 	4121	 	 	Steel Roll Covers, Rake Hull	 	[*]
	1291
	 	ACL 01534	 	American Commercial Lines LLC	 	1114122	 	 	4122	 	 	Steel Roll Covers, Rake Hull	 	[*]
	1292
	 	ACL 01535	 	American Commercial Lines LLC	 	1114123	 	 	4123	 	 	Steel Roll Covers, Rake Hull	 	[*]
	1293
	 	HINES 431B	 	American Commercial Lines LLC	 	554123	 	 	4123	 	 	Oversized	 	[*]
	1294
	 	ACL 01536	 	American Commercial Lines LLC	 	1114124	 	 	4124	 	 	Steel Roll Covers, Rake Hull	 	[*]
	1295
	 	ACL 01537	 	American Commercial Lines LLC	 	1114125	 	 	4125	 	 	Steel Roll Covers, Rake Hull	 	[*]
	1296
	 	ACL 01538	 	American Commercial Lines LLC	 	1114126	 	 	4126	 	 	Steel Roll Covers, Rake Hull	 	[*]
	1297
	 	ACL 01539	 	American Commercial Lines LLC	 	1114127	 	 	4127	 	 	Steel Roll Covers, Rake Hull	 	[*]
	1298
	 	ACL 01540	 	American Commercial Lines LLC	 	1114128	 	 	4128	 	 	Steel Roll Covers, Rake Hull	 	[*]
	1299
	 	ACL 01541	 	American Commercial Lines LLC	 	1114129	 	 	4129	 	 	Steel Roll Covers, Rake Hull	 	[*]
	1300
	 	ACL 01542	 	American Commercial Lines LLC	 	1114130	 	 	4130	 	 	Steel Roll Covers, Rake Hull	 	[*]
	1301
	 	ACL 01543	 	American Commercial Lines LLC	 	1114131	 	 	4131	 	 	Steel Roll Covers, Rake Hull	 	[*]
	1302
	 	ACL 01544	 	American Commercial Lines LLC	 	1114132	 	 	4132	 	 	Steel Roll Covers, Rake Hull	 	[*]
	1303
	 	ACL 01545	 	American Commercial Lines LLC	 	1114133	 	 	4133	 	 	Steel Roll Covers, Rake Hull	 	[*]
	1304
	 	ACL 01546	 	American Commercial Lines LLC	 	1114134	 	 	4134	 	 	Steel Roll Covers, Rake Hull	 	[*]
	1305
	 	ACL 01547	 	American Commercial Lines LLC	 	1114135	 	 	4135	 	 	Steel Roll Covers, Rake Hull	 	[*]
	1306
	 	ACL 01548	 	American Commercial Lines LLC	 	1114136	 	 	4136	 	 	Steel Roll Covers, Rake Hull	 	[*]







 




			
	[*]	 	The asterisk denotes that confidential portions of this Schedule have been omitted in reliance
on rule 24b-2 of the Securities Exchange Act of 1934. The confidential portions have been
submitted separately to the Securities and Exchange Commission.





 









 











Schedule 4.01(h)(1) Towboats Barges and other Vessels — Owned




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Official	 	Terminal	 	 	 	Appraised  Asset 
	Vessel	 	Vessel Name	 	ACL Business Unit	 	Number	 	Number	 	Vessel Type	 	Value
	1307
	 	ACL 01549	 	American Commercial Lines LLC	 	1114137	 	 	4137	 	 	Steel Roll Covers, Rake Hull	 	[*]
	1308
	 	ACBL 335X	 	American Commercial Lines LLC	 	614165	 	 	4165	 	 	Hopper- Owned	 	[*]
	1309
	 	ACBL 336X	 	American Commercial Lines LLC	 	614166	 	 	4166	 	 	Hopper- Owned	 	[*]
	1310
	 	ACBL 337X	 	American Commercial Lines LLC	 	614167	 	 	4167	 	 	Hopper- Owned	 	[*]
	1311
	 	ACBL 338X	 	American Commercial Lines LLC	 	614168	 	 	4168	 	 	Hopper- Owned	 	[*]
	1312
	 	ACBL 339X	 	American Commercial Lines LLC	 	614169	 	 	4169	 	 	Hopper- Owned	 	[*]
	1313
	 	ACBL 340X	 	American Commercial Lines LLC	 	614170	 	 	4170	 	 	Hopper- Owned	 	[*]
	1314
	 	ACBL 341X	 	American Commercial Lines LLC	 	614171	 	 	4171	 	 	Hopper- Owned	 	[*]
	1315
	 	ACBL 342X	 	American Commercial Lines LLC	 	614172	 	 	4172	 	 	Hopper- Owned	 	[*]
	1316
	 	ACBL 343X	 	American Commercial Lines LLC	 	614173	 	 	4173	 	 	Hopper- Owned	 	[*]
	1317
	 	CHEM 194	 	American Commercial Lines LLC	 	1174173	 	 	4173	 	 	Tanker Rake Jumbo (10k bbl)	 	[*]
	1318
	 	ACBL 344X	 	American Commercial Lines LLC	 	614174	 	 	4174	 	 	Hopper- Owned	 	[*]
	1319
	 	CHEM 195	 	American Commercial Lines LLC	 	1174174	 	 	4174	 	 	Tanker Rake Jumbo (10k bbl)	 	[*]
	1320
	 	ACBL 345X	 	American Commercial Lines LLC	 	614175	 	 	4175	 	 	Hopper- Owned	 	[*]
	1321
	 	CHEM 196	 	American Commercial Lines LLC	 	1174175	 	 	4175	 	 	Tanker Rake Jumbo (10k bbl)	 	[*]
	1322
	 	ACBL 346X	 	American Commercial Lines LLC	 	614176	 	 	4176	 	 	Hopper- Owned	 	[*]
	1323
	 	CHEM 198	 	American Commercial Lines LLC	 	1174176	 	 	4176	 	 	Tanker Rake Jumbo (10k bbl)	 	[*]
	1324
	 	ACBL 347X	 	American Commercial Lines LLC	 	614177	 	 	4177	 	 	Hopper- Owned	 	[*]
	1325
	 	CHEM 700	 	American Commercial Lines LLC	 	1174177	 	 	4177	 	 	Tanker Box Jumbo (10k bbl)	 	[*]
	1326
	 	ACBL 348X	 	American Commercial Lines LLC	 	614178	 	 	4178	 	 	Hopper- Owned	 	[*]
	1327
	 	CHEM 199	 	American Commercial Lines LLC	 	1174178	 	 	4178	 	 	Tanker Rake Jumbo (10k bbl)	 	[*]
	1328
	 	ACBL 349X	 	American Commercial Lines LLC	 	614179	 	 	4179	 	 	Hopper- Owned	 	[*]
	1329
	 	CHEM 197	 	American Commercial Lines LLC	 	1174179	 	 	4179	 	 	Tanker Rake Jumbo (10k bbl)	 	[*]
	1330
	 	ACBL 350X	 	American Commercial Lines LLC	 	614180	 	 	4180	 	 	Hopper- Owned	 	[*]
	1331
	 	ACBL 351X	 	American Commercial Lines LLC	 	614181	 	 	4181	 	 	Hopper- Owned	 	[*]
	1332
	 	ACBL 352X	 	American Commercial Lines LLC	 	614182	 	 	4182	 	 	Hopper- Owned	 	[*]
	1333
	 	ACBL 353X	 	American Commercial Lines LLC	 	614183	 	 	4183	 	 	Hopper- Owned	 	[*]
	1334
	 	VL 08135	 	American Commercial Lines LLC	 	634183	 	 	4183	 	 	Hopper- Owned	 	[*]
	1335
	 	ACBL 1860	 	American Commercial Lines LLC	 	614185	 	 	4185	 	 	Hopper- Owned	 	[*]
	1336
	 	ACBL 5040	 	American Commercial Lines LLC	 	624185	 	 	4185	 	 	Hopper- Owned	 	[*]
	1337
	 	ACBL 1861	 	American Commercial Lines LLC	 	614186	 	 	4186	 	 	Hopper- Owned	 	[*]
	1338
	 	ACBL 5041	 	American Commercial Lines LLC	 	624186	 	 	4186	 	 	Hopper- Owned	 	[*]
	1339
	 	ACBL 1862	 	American Commercial Lines LLC	 	614187	 	 	4187	 	 	Hopper- Owned	 	[*]
	1340
	 	ACBL 5042	 	American Commercial Lines LLC	 	624187	 	 	4187	 	 	Hopper- Owned	 	[*]
	1341
	 	VL 08139	 	American Commercial Lines LLC	 	634187	 	 	4187	 	 	Hopper- Owned	 	[*]
	1342
	 	ACBL 1863	 	American Commercial Lines LLC	 	614188	 	 	4188	 	 	Hopper- Owned	 	[*]
	1343
	 	ACBL 5043	 	American Commercial Lines LLC	 	624188	 	 	4188	 	 	Hopper- Owned	 	[*]
	1344
	 	VL 08140	 	American Commercial Lines LLC	 	634188	 	 	4188	 	 	Hopper- Owned	 	[*]
	1345
	 	ACBL 1864	 	American Commercial Lines LLC	 	614189	 	 	4189	 	 	Hopper- Owned	 	[*]
	1346
	 	ACBL 5044	 	American Commercial Lines LLC	 	624189	 	 	4189	 	 	Hopper- Owned	 	[*]
	1347
	 	VL 8141	 	American Commercial Lines LLC	 	634189	 	 	4189	 	 	Hopper- Owned	 	[*]
	1348
	 	ACBL 1865	 	American Commercial Lines LLC	 	614190	 	 	4190	 	 	Hopper- Owned	 	[*]
	1349
	 	ACBL 5045	 	American Commercial Lines LLC	 	624190	 	 	4190	 	 	Hopper- Owned	 	[*]
	1350
	 	ACBL 1866	 	American Commercial Lines LLC	 	614191	 	 	4191	 	 	Hopper- Owned	 	[*]
	1351
	 	ACBL 5046	 	American Commercial Lines LLC	 	624191	 	 	4191	 	 	Hopper- Owned	 	[*]
	1352
	 	ACBL 1867	 	American Commercial Lines LLC	 	614192	 	 	4192	 	 	Hopper- Owned	 	[*]
	1353
	 	ACBL 5047	 	American Commercial Lines LLC	 	624192	 	 	4192	 	 	Hopper- Owned	 	[*]
	1354
	 	ACBL 1868	 	American Commercial Lines LLC	 	614193	 	 	4193	 	 	Hopper- Owned	 	[*]
	1355
	 	ACBL 5048	 	American Commercial Lines LLC	 	624193	 	 	4193	 	 	Hopper- Owned	 	[*]
	1356
	 	VL 8145	 	American Commercial Lines LLC	 	634193	 	 	4193	 	 	Hopper- Owned	 	[*]
	1357
	 	ACBL 1869	 	American Commercial Lines LLC	 	614194	 	 	4194	 	 	Hopper- Owned	 	[*]
	1358
	 	ACBL 5049	 	American Commercial Lines LLC	 	624194	 	 	4194	 	 	Hopper- Owned	 	[*]
	1359
	 	VL 8146	 	American Commercial Lines LLC	 	634194	 	 	4194	 	 	Hopper- Owned	 	[*]
	1360
	 	ACBL 1400	 	American Commercial Lines LLC	 	624195	 	 	4195	 	 	Hopper- Owned	 	[*]
	1361
	 	ACBL 3110	 	American Commercial Lines LLC	 	614195	 	 	4195	 	 	Hopper- Owned	 	[*]
	1362
	 	ACBL 1401	 	American Commercial Lines LLC	 	624196	 	 	4196	 	 	Hopper- Owned	 	[*]
	1363
	 	ACBL 3111	 	American Commercial Lines LLC	 	614196	 	 	4196	 	 	Hopper- Owned	 	[*]
	1364
	 	VL 8148	 	American Commercial Lines LLC	 	634196	 	 	4196	 	 	Inactive in Use	 	[*]
	1365
	 	ACBL 1402	 	American Commercial Lines LLC	 	624197	 	 	4197	 	 	Hopper- Owned	 	[*]
	1366
	 	ACBL 3112	 	American Commercial Lines LLC	 	614197	 	 	4197	 	 	Hopper- Owned	 	[*]
	1367
	 	ACBL 1403	 	American Commercial Lines LLC	 	624198	 	 	4198	 	 	Hopper- Owned	 	[*]
	1368
	 	ACBL 3113	 	American Commercial Lines LLC	 	614198	 	 	4198	 	 	Hopper- Owned	 	[*]
	1369
	 	VL 8150	 	American Commercial Lines LLC	 	634198	 	 	4198	 	 	Hopper- Owned	 	[*]
	1370
	 	ACBL 1404	 	American Commercial Lines LLC	 	624199	 	 	4199	 	 	Hopper- Owned	 	[*]
	1371
	 	ACBL 3114	 	American Commercial Lines LLC	 	614199	 	 	4199	 	 	Hopper- Owned	 	[*]
	1372
	 	VL 8151	 	American Commercial Lines LLC	 	634199	 	 	4199	 	 	Hopper- Owned	 	[*]
	1373
	 	ACBL 3115	 	American Commercial Lines LLC	 	614200	 	 	4200	 	 	Hopper- Owned	 	[*]
	1374
	 	VL 8152	 	American Commercial Lines LLC	 	634200	 	 	4200	 	 	Hopper- Owned	 	[*]
	1375
	 	ACBL 3116	 	American Commercial Lines LLC	 	614201	 	 	4201	 	 	Hopper- Owned	 	[*]
	1376
	 	ACBL 3117	 	American Commercial Lines LLC	 	614202	 	 	4202	 	 	Hopper- Owned	 	[*]
	1377
	 	ACBL 3118	 	American Commercial Lines LLC	 	614203	 	 	4203	 	 	Hopper- Owned	 	[*]
	1378
	 	ACBL 3119	 	American Commercial Lines LLC	 	614204	 	 	4204	 	 	Hopper- Owned	 	[*]
	1379
	 	VL 8156	 	American Commercial Lines LLC	 	634204	 	 	4204	 	 	Hopper- Owned	 	[*]
	1380
	 	ACBL 3121	 	American Commercial Lines LLC	 	614206	 	 	4206	 	 	Hopper- Owned	 	[*]
	1381
	 	ACBL 3122	 	American Commercial Lines LLC	 	614207	 	 	4207	 	 	Hopper- Owned	 	[*]
	1382
	 	ACBL 3123	 	American Commercial Lines LLC	 	614208	 	 	4208	 	 	Hopper- Owned	 	[*]
	1383
	 	ACBL 3124	 	American Commercial Lines LLC	 	614209	 	 	4209	 	 	Hopper- Owned	 	[*]







 




			
	[*]	 	The asterisk denotes that confidential portions of this Schedule have been omitted in reliance
on rule 24b-2 of the Securities Exchange Act of 1934. The confidential portions have been
submitted separately to the Securities and Exchange Commission.





 









 











Schedule 4.01(h)(1) Towboats Barges and other Vessels — Owned




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Official	 	Terminal	 	 	 	Appraised  Asset 
	Vessel	 	Vessel Name	 	ACL Business Unit	 	Number	 	Number	 	Vessel Type	 	Value
	1384
	 	VL 8168	 	American Commercial Lines LLC	 	634216	 	 	4216	 	 	Hopper- Owned	 	[*]
	1385
	 	VL 8169	 	American Commercial Lines LLC	 	634217	 	 	4217	 	 	Hopper- Owned	 	[*]
	1386
	 	VL 8170	 	American Commercial Lines LLC	 	634218	 	 	4218	 	 	Hopper- Owned	 	[*]
	1387
	 	VL 8177	 	American Commercial Lines LLC	 	634225	 	 	4225	 	 	Hopper- Owned	 	[*]
	1388
	 	VL 8179	 	American Commercial Lines LLC	 	634227	 	 	4227	 	 	Hopper- Owned	 	[*]
	1389
	 	VL 8180	 	American Commercial Lines LLC	 	634228	 	 	4228	 	 	Hopper- Owned	 	[*]
	1390
	 	VL 8184	 	American Commercial Lines LLC	 	634232	 	 	4232	 	 	Hopper- Owned	 	[*]
	1391
	 	VL 8189	 	American Commercial Lines LLC	 	634237	 	 	4237	 	 	Hopper- Owned	 	[*]
	1392
	 	VL 8191	 	American Commercial Lines LLC	 	634239	 	 	4239	 	 	Hopper- Owned	 	[*]
	1393
	 	VL 8192	 	American Commercial Lines LLC	 	634240	 	 	4240	 	 	Hopper- Owned	 	[*]
	1394
	 	VL 8194	 	American Commercial Lines LLC	 	634242	 	 	4242	 	 	Hopper- Owned	 	[*]
	1395
	 	VL 81400	 	American Commercial Lines LLC	 	634243	 	 	4243	 	 	Hopper- Owned	 	[*]
	1396
	 	VL 81401	 	American Commercial Lines LLC	 	634244	 	 	4244	 	 	Hopper- Owned	 	[*]
	1397
	 	VL 81402	 	American Commercial Lines LLC	 	634245	 	 	4245	 	 	Hopper- Owned	 	[*]
	1398
	 	VL 81403	 	American Commercial Lines LLC	 	634246	 	 	4246	 	 	Hopper- Owned	 	[*]
	1399
	 	VL 81404	 	American Commercial Lines LLC	 	634247	 	 	4247	 	 	Hopper- Owned	 	[*]
	1400
	 	VL 81405	 	American Commercial Lines LLC	 	634248	 	 	4248	 	 	Hopper- Owned	 	[*]
	1401
	 	EVAN WHARTON	 	American Commercial Lines LLC	 	554249	 	 	4249	 	 	Boat	 	[*]
	1402
	 	VL 81406	 	American Commercial Lines LLC	 	634249	 	 	4249	 	 	Hopper- Owned	 	[*]
	1403
	 	VL 81408	 	American Commercial Lines LLC	 	634251	 	 	4251	 	 	Hopper- Owned	 	[*]
	1404
	 	VL 81409	 	American Commercial Lines LLC	 	634252	 	 	4252	 	 	Hopper- Owned	 	[*]
	1405
	 	VL 81410	 	American Commercial Lines LLC	 	634253	 	 	4253	 	 	Hopper- Owned	 	[*]
	1406
	 	VL 81411	 	American Commercial Lines LLC	 	634254	 	 	4254	 	 	Hopper- Owned	 	[*]
	1407
	 	VL 81412	 	American Commercial Lines LLC	 	634255	 	 	4255	 	 	Hopper- Owned	 	[*]
	1408
	 	VL 81413	 	American Commercial Lines LLC	 	634256	 	 	4256	 	 	Hopper- Owned	 	[*]
	1409
	 	VL 81414	 	American Commercial Lines LLC	 	634257	 	 	4257	 	 	Hopper- Owned	 	[*]
	1410
	 	VL 81415	 	American Commercial Lines LLC	 	634258	 	 	4258	 	 	Hopper- Owned	 	[*]
	1411
	 	VL 81416	 	American Commercial Lines LLC	 	634259	 	 	4259	 	 	Hopper- Owned	 	[*]
	1412
	 	VL 81417	 	American Commercial Lines LLC	 	634260	 	 	4260	 	 	Hopper- Owned	 	[*]
	1413
	 	VL 81418	 	American Commercial Lines LLC	 	634261	 	 	4261	 	 	Hopper- Owned	 	[*]
	1414
	 	VL 81419	 	American Commercial Lines LLC	 	634262	 	 	4262	 	 	Hopper- Owned	 	[*]
	1415
	 	VL 81420	 	American Commercial Lines LLC	 	634263	 	 	4263	 	 	Inactive in Use	 	[*]
	1416
	 	VL 81421	 	American Commercial Lines LLC	 	634264	 	 	4264	 	 	Hopper- Owned	 	[*]
	1417
	 	VL 81422	 	American Commercial Lines LLC	 	634265	 	 	4265	 	 	Hopper- Owned	 	[*]
	1418
	 	VL 81423	 	American Commercial Lines LLC	 	634266	 	 	4266	 	 	Hopper- Owned	 	[*]
	1419
	 	VL 81424	 	American Commercial Lines LLC	 	634267	 	 	4267	 	 	Hopper- Owned	 	[*]
	1420
	 	VL 81425	 	American Commercial Lines LLC	 	634268	 	 	4268	 	 	Hopper- Owned	 	[*]
	1421
	 	VL 81426	 	American Commercial Lines LLC	 	634269	 	 	4269	 	 	Hopper- Owned	 	[*]
	1422
	 	VL 81427	 	American Commercial Lines LLC	 	634270	 	 	4270	 	 	Hopper- Owned	 	[*]
	1423
	 	VL 81428	 	American Commercial Lines LLC	 	634271	 	 	4271	 	 	Hopper- Owned	 	[*]
	1424
	 	VL 81429	 	American Commercial Lines LLC	 	634272	 	 	4272	 	 	Hopper- Owned	 	[*]
	1425
	 	VL 81280	 	American Commercial Lines LLC	 	634273	 	 	4273	 	 	Hopper- Owned	 	[*]
	1426
	 	ABC 307	 	American Commercial Lines LLC	 	594274	 	 	4274	 	 	Inactive in Use	 	[*]
	1427
	 	VL 81281	 	American Commercial Lines LLC	 	634274	 	 	4274	 	 	Hopper- Owned	 	[*]
	1428
	 	VL 81282	 	American Commercial Lines LLC	 	634275	 	 	4275	 	 	Hopper- Owned	 	[*]
	1429
	 	ABC 309	 	American Commercial Lines LLC	 	594276	 	 	4276	 	 	Hopper- Owned	 	[*]
	1430
	 	VL 81283	 	American Commercial Lines LLC	 	634276	 	 	4276	 	 	Hopper- Owned	 	[*]
	1431
	 	ABC 310	 	American Commercial Lines LLC	 	594277	 	 	4277	 	 	Hopper- Owned	 	[*]
	1432
	 	VL 81284	 	American Commercial Lines LLC	 	634277	 	 	4277	 	 	Hopper- Owned	 	[*]
	1433
	 	ABC 311	 	American Commercial Lines LLC	 	594278	 	 	4278	 	 	Hopper- Owned	 	[*]
	1434
	 	VL 81285	 	American Commercial Lines LLC	 	634278	 	 	4278	 	 	Hopper- Owned	 	[*]
	1435
	 	VL 81286	 	American Commercial Lines LLC	 	634279	 	 	4279	 	 	Hopper- Owned	 	[*]
	1436
	 	VL 81287	 	American Commercial Lines LLC	 	634280	 	 	4280	 	 	Hopper- Owned	 	[*]
	1437
	 	VL 81288	 	American Commercial Lines LLC	 	634281	 	 	4281	 	 	Hopper- Owned	 	[*]
	1438
	 	ABC 315	 	American Commercial Lines LLC	 	594282	 	 	4282	 	 	Hopper- Owned	 	[*]
	1439
	 	VL 81289	 	American Commercial Lines LLC	 	634282	 	 	4282	 	 	Hopper- Owned	 	[*]
	1440
	 	ABC 316	 	American Commercial Lines LLC	 	594283	 	 	4283	 	 	Inactive in Use	 	[*]
	1441
	 	VL 81291	 	American Commercial Lines LLC	 	634284	 	 	4284	 	 	Hopper- Owned	 	[*]
	1442
	 	VL 81292	 	American Commercial Lines LLC	 	634285	 	 	4285	 	 	Hopper- Owned	 	[*]
	1443
	 	VL 81293	 	American Commercial Lines LLC	 	634286	 	 	4286	 	 	Hopper- Owned	 	[*]
	1444
	 	VL 81294	 	American Commercial Lines LLC	 	634287	 	 	4287	 	 	Hopper- Owned	 	[*]
	1445
	 	VL 81295	 	American Commercial Lines LLC	 	634288	 	 	4288	 	 	Hopper- Owned	 	[*]
	1446
	 	SHANNON HOLSTON	 	American Commercial Lines LLC	 	554289	 	 	4289	 	 	Boat	 	[*]
	1447
	 	VL 81296	 	American Commercial Lines LLC	 	634289	 	 	4289	 	 	Hopper- Owned	 	[*]
	1448
	 	VL 81297	 	American Commercial Lines LLC	 	634290	 	 	4290	 	 	Hopper- Owned	 	[*]
	1449
	 	VL 81298	 	American Commercial Lines LLC	 	634291	 	 	4291	 	 	Hopper- Owned	 	[*]
	1450
	 	VL 81299	 	American Commercial Lines LLC	 	634292	 	 	4292	 	 	Hopper- Owned	 	[*]
	1451
	 	VL 81430	 	American Commercial Lines LLC	 	634293	 	 	4293	 	 	Hopper- Owned	 	[*]
	1452
	 	VL 81431	 	American Commercial Lines LLC	 	634294	 	 	4294	 	 	Hopper- Owned	 	[*]
	1453
	 	VL 81432	 	American Commercial Lines LLC	 	634295	 	 	4295	 	 	Hopper- Owned	 	[*]
	1454
	 	VL 81433	 	American Commercial Lines LLC	 	634296	 	 	4296	 	 	Hopper- Owned	 	[*]
	1455
	 	VL 81434	 	American Commercial Lines LLC	 	634297	 	 	4297	 	 	Hopper- Owned	 	[*]
	1456
	 	VL 81435	 	American Commercial Lines LLC	 	634298	 	 	4298	 	 	Hopper- Owned	 	[*]
	1457
	 	VL 81436	 	American Commercial Lines LLC	 	634299	 	 	4299	 	 	Hopper- Owned	 	[*]
	1458
	 	VL 81437	 	American Commercial Lines LLC	 	634300	 	 	4300	 	 	Hopper- Owned	 	[*]
	1459
	 	VL 81438	 	American Commercial Lines LLC	 	634301	 	 	4301	 	 	Hopper- Owned	 	[*]
	1460
	 	VL 81439	 	American Commercial Lines LLC	 	634302	 	 	4302	 	 	Hopper- Owned	 	[*]







 




			
	[*]	 	The asterisk denotes that confidential portions of this Schedule have been omitted in reliance
on rule 24b-2 of the Securities Exchange Act of 1934. The confidential portions have been
submitted separately to the Securities and Exchange Commission.





 









 











Schedule 4.01(h)(1) Towboats Barges and other Vessels — Owned




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Official	 	Terminal	 	 	 	Appraised  Asset 
	Vessel	 	Vessel Name	 	ACL Business Unit	 	Number	 	Number	 	Vessel Type	 	Value
	1461
	 	VL 81440	 	American Commercial Lines LLC	 	634303	 	 	4303	 	 	Hopper- Owned	 	[*]
	1462
	 	VL 81441	 	American Commercial Lines LLC	 	634304	 	 	4304	 	 	Hopper- Owned	 	[*]
	1463
	 	VL 81442	 	American Commercial Lines LLC	 	634305	 	 	4305	 	 	Hopper- Owned	 	[*]
	1464
	 	VL 81443	 	American Commercial Lines LLC	 	634306	 	 	4306	 	 	Hopper- Owned	 	[*]
	1465
	 	VL 81444	 	American Commercial Lines LLC	 	634307	 	 	4307	 	 	Hopper- Owned	 	[*]
	1466
	 	JANE G. HUFFMAN	 	American Commercial Lines LLC	 	564321	 	 	4321	 	 	Boat	 	[*]
	1467
	 	HINES 409B	 	American Commercial Lines LLC	 	544347	 	 	4347	 	 	Oversized	 	[*]
	1468
	 	EU-5	 	American Commercial Lines LLC	 	524352	 	 	4352	 	 	Inactive in Use	 	[*]
	1469
	 	MEL OLIVER	 	American Commercial Lines LLC	 	614387	 	 	4387	 	 	Boat	 	[*]
	1470
	 	VLX 7645	 	American Commercial Lines LLC	 	554398	 	 	4398	 	 	Inactive in Use	 	[*]
	1471
	 	VLX 7647	 	American Commercial Lines LLC	 	554401	 	 	4401	 	 	Inactive in Use	 	[*]
	1472
	 	ACBL 4306	 	American Commercial Lines LLC	 	624403	 	 	4403	 	 	Hopper- Owned	 	[*]
	1473
	 	TTBL 4002	 	American Commercial Lines LLC	 	594435	 	 	4435	 	 	Hopper- Owned	 	[*]
	1474
	 	TTBL 4003	 	American Commercial Lines LLC	 	594436	 	 	4436	 	 	Inactive in Use	 	[*]
	1475
	 	MV 6611	 	American Commercial Lines LLC	 	504446	 	 	4446	 	 	Inactive in Use	 	[*]
	1476
	 	VLX 7550	 	American Commercial Lines LLC	 	564450	 	 	4450	 	 	Hopper- Owned	 	[*]
	1477
	 	VLX 7554	 	American Commercial Lines LLC	 	564454	 	 	4454	 	 	Inactive in Use	 	[*]
	1478
	 	VLX 7555	 	American Commercial Lines LLC	 	564455	 	 	4455	 	 	Inactive in Use	 	[*]
	1479
	 	VLX 7561	 	American Commercial Lines LLC	 	564461	 	 	4461	 	 	Inactive in Use	 	[*]
	1480
	 	VLX 7563	 	American Commercial Lines LLC	 	564463	 	 	4463	 	 	Inactive in Use	 	[*]
	1481
	 	ACBL 221	 	American Commercial Lines LLC	 	644469	 	 	4469	 	 	Hopper- Owned	 	[*]
	1482
	 	ACBL 222	 	American Commercial Lines LLC	 	644470	 	 	4470	 	 	Hopper- Owned	 	[*]
	1483
	 	VLX 7570	 	American Commercial Lines LLC	 	564470	 	 	4470	 	 	Inactive in Use	 	[*]
	1484
	 	ACBL 223	 	American Commercial Lines LLC	 	644471	 	 	4471	 	 	Hopper- Owned	 	[*]
	1485
	 	VLX 7571	 	American Commercial Lines LLC	 	564471	 	 	4471	 	 	Inactive in Use	 	[*]
	1486
	 	ACBL 224	 	American Commercial Lines LLC	 	644472	 	 	4472	 	 	Hopper- Owned	 	[*]
	1487
	 	ACBL 225	 	American Commercial Lines LLC	 	644473	 	 	4473	 	 	Hopper- Owned	 	[*]
	1488
	 	ACBL 226	 	American Commercial Lines LLC	 	644474	 	 	4474	 	 	Hopper- Owned	 	[*]
	1489
	 	VLX 7574	 	American Commercial Lines LLC	 	564474	 	 	4474	 	 	Inactive in Use	 	[*]
	1490
	 	ACBL 227	 	American Commercial Lines LLC	 	644475	 	 	4475	 	 	Hopper- Owned	 	[*]
	1491
	 	VLX 7575	 	American Commercial Lines LLC	 	564475	 	 	4475	 	 	Inactive in Use	 	[*]
	1492
	 	ACBL 228	 	American Commercial Lines LLC	 	644476	 	 	4476	 	 	Hopper- Owned	 	[*]
	1493
	 	ACBL 229	 	American Commercial Lines LLC	 	644477	 	 	4477	 	 	Hopper- Owned	 	[*]
	1494
	 	ACBL 355X	 	American Commercial Lines LLC	 	644478	 	 	4478	 	 	Hopper- Owned	 	[*]
	1495
	 	CHEM 146	 	American Commercial Lines LLC	 	594478	 	 	4478	 	 	Jumbo	 	[*]
	1496
	 	VL 7112	 	American Commercial Lines LLC	 	534478	 	 	4478	 	 	Inactive in Use	 	[*]
	1497
	 	ACBL 356X	 	American Commercial Lines LLC	 	644479	 	 	4479	 	 	Hopper- Owned	 	[*]
	1498
	 	ACBL 298	 	American Commercial Lines LLC	 	1064480	 	 	4480	 	 	Hopper- Owned	 	[*]
	1499
	 	ACBL 357X	 	American Commercial Lines LLC	 	644480	 	 	4480	 	 	Hopper- Owned	 	[*]
	1500
	 	ACBL 358X	 	American Commercial Lines LLC	 	644481	 	 	4481	 	 	Hopper- Owned	 	[*]
	1501
	 	ACBL 359X	 	American Commercial Lines LLC	 	644482	 	 	4482	 	 	Hopper- Owned	 	[*]
	1502
	 	ACBL 360X	 	American Commercial Lines LLC	 	644483	 	 	4483	 	 	Hopper- Owned	 	[*]
	1503
	 	ACBL 361X	 	American Commercial Lines LLC	 	644484	 	 	4484	 	 	Hopper- Owned	 	[*]
	1504
	 	ACBL 362X	 	American Commercial Lines LLC	 	644485	 	 	4485	 	 	Hopper- Owned	 	[*]
	1505
	 	ACBL 363X	 	American Commercial Lines LLC	 	644486	 	 	4486	 	 	Hopper- Owned	 	[*]
	1506
	 	ACBL 364X	 	American Commercial Lines LLC	 	644487	 	 	4487	 	 	Hopper- Owned	 	[*]
	1507
	 	CHEM 110	 	American Commercial Lines LLC	 	584490	 	 	4490	 	 	Jumbo	 	[*]
	1508
	 	CHEM 111	 	American Commercial Lines LLC	 	584491	 	 	4491	 	 	Jumbo	 	[*]
	1509
	 	SER 105 B	 	American Commercial Lines LLC	 	544491	 	 	4491	 	 	Inactive in Use	 	[*]
	1510
	 	SER 106 B	 	American Commercial Lines LLC	 	544492	 	 	4492	 	 	Hopper- Owned	 	[*]
	1511
	 	CHEM 113	 	American Commercial Lines LLC	 	584493	 	 	4493	 	 	Jumbo	 	[*]
	1512
	 	SER 107 B	 	American Commercial Lines LLC	 	544493	 	 	4493	 	 	Hopper- Owned	 	[*]
	1513
	 	CHEM 114	 	American Commercial Lines LLC	 	584494	 	 	4494	 	 	Jumbo	 	[*]
	1514
	 	SER 108 B	 	American Commercial Lines LLC	 	544494	 	 	4494	 	 	Hopper- Owned	 	[*]
	1515
	 	CHEM 115	 	American Commercial Lines LLC	 	584495	 	 	4495	 	 	Jumbo	 	[*]
	1516
	 	CHEM 116	 	American Commercial Lines LLC	 	584496	 	 	4496	 	 	Jumbo	 	[*]
	1517
	 	SER 110 B	 	American Commercial Lines LLC	 	544496	 	 	4496	 	 	Hopper- Owned	 	[*]
	1518
	 	CHEM 117	 	American Commercial Lines LLC	 	584497	 	 	4497	 	 	Jumbo	 	[*]
	1519
	 	CHEM 118	 	American Commercial Lines LLC	 	584498	 	 	4498	 	 	Jumbo	 	[*]
	1520
	 	CHEM 119	 	American Commercial Lines LLC	 	584499	 	 	4499	 	 	Jumbo	 	[*]
	1521
	 	ACBL 3080	 	American Commercial Lines LLC	 	584500	 	 	4500	 	 	Hopper- Owned	 	[*]
	1522
	 	SER 114 B	 	American Commercial Lines LLC	 	544500	 	 	4500	 	 	Inactive in Use	 	[*]
	1523
	 	ACBL 3081	 	American Commercial Lines LLC	 	584501	 	 	4501	 	 	Hopper- Owned	 	[*]
	1524
	 	ACBL 3083	 	American Commercial Lines LLC	 	584503	 	 	4503	 	 	Hopper- Owned	 	[*]
	1525
	 	ACBL 3084	 	American Commercial Lines LLC	 	584504	 	 	4504	 	 	Hopper- Owned	 	[*]
	1526
	 	ACBL 3085	 	American Commercial Lines LLC	 	584505	 	 	4505	 	 	Hopper- Owned	 	[*]
	1527
	 	ACBL 3086	 	American Commercial Lines LLC	 	584506	 	 	4506	 	 	Hopper- Owned	 	[*]
	1528
	 	ACBL 3087	 	American Commercial Lines LLC	 	584507	 	 	4507	 	 	Hopper- Owned	 	[*]
	1529
	 	FER 121 B	 	American Commercial Lines LLC	 	544507	 	 	4507	 	 	Inactive in Use	 	[*]
	1530
	 	ACBL 3088	 	American Commercial Lines LLC	 	584508	 	 	4508	 	 	Hopper- Owned	 	[*]
	1531
	 	SER 122 B	 	American Commercial Lines LLC	 	544508	 	 	4508	 	 	Hopper- Owned	 	[*]
	1532
	 	ACBL 3089	 	American Commercial Lines LLC	 	584509	 	 	4509	 	 	Hopper- Owned	 	[*]
	1533
	 	CC 62	 	American Commercial Lines LLC	 	594509	 	 	4509	 	 	Hopper- Owned	 	[*]
	1534
	 	FER 123 B	 	American Commercial Lines LLC	 	544509	 	 	4509	 	 	Inactive in Use	 	[*]
	1535
	 	ACBL 3090	 	American Commercial Lines LLC	 	584510	 	 	4510	 	 	Hopper- Owned	 	[*]
	1536
	 	ACBL 3091	 	American Commercial Lines LLC	 	584511	 	 	4511	 	 	Hopper- Owned	 	[*]
	1537
	 	CC 64	 	American Commercial Lines LLC	 	594511	 	 	4511	 	 	Hopper- Owned	 	[*]







 




			
	[*]	 	The asterisk denotes that confidential portions of this Schedule have been omitted in reliance
on rule 24b-2 of the Securities Exchange Act of 1934. The confidential portions have been
submitted separately to the Securities and Exchange Commission.





 









 











Schedule 4.01(h)(1) Towboats Barges and other Vessels — Owned




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Official	 	Terminal	 	 	 	Appraised  Asset 
	Vessel	 	Vessel Name	 	ACL Business Unit	 	Number	 	Number	 	Vessel Type	 	Value
	1538
	 	FER 125 B	 	American Commercial Lines LLC	 	544511	 	 	4511	 	 	Hopper- Owned	 	[*]
	1539
	 	ACBL 3092	 	American Commercial Lines LLC	 	584512	 	 	4512	 	 	Hopper- Owned	 	[*]
	1540
	 	CC 65	 	American Commercial Lines LLC	 	594512	 	 	4512	 	 	Hopper- Owned	 	[*]
	1541
	 	SER 126 B	 	American Commercial Lines LLC	 	544512	 	 	4512	 	 	Hopper- Owned	 	[*]
	1542
	 	ACBL 3093	 	American Commercial Lines LLC	 	584513	 	 	4513	 	 	Hopper- Owned	 	[*]
	1543
	 	ACBL 2071	 	American Commercial Lines LLC	 	634514	 	 	4514	 	 	Hopper- Owned	 	[*]
	1544
	 	ACBL 3094	 	American Commercial Lines LLC	 	584514	 	 	4514	 	 	Hopper- Owned	 	[*]
	1545
	 	ACBL 301	 	American Commercial Lines LLC	 	634515	 	 	4515	 	 	Hopper- Owned	 	[*]
	1546
	 	CC 68	 	American Commercial Lines LLC	 	594515	 	 	4515	 	 	Hopper- Owned	 	[*]
	1547
	 	SER 129 B	 	American Commercial Lines LLC	 	544515	 	 	4515	 	 	Hopper- Owned	 	[*]
	1548
	 	ACBL 302	 	American Commercial Lines LLC	 	634516	 	 	4516	 	 	Hopper- Owned	 	[*]
	1549
	 	SER 130 B	 	American Commercial Lines LLC	 	544516	 	 	4516	 	 	Hopper- Owned	 	[*]
	1550
	 	ACBL 303	 	American Commercial Lines LLC	 	634517	 	 	4517	 	 	Hopper- Owned	 	[*]
	1551
	 	ACBL 304	 	American Commercial Lines LLC	 	634518	 	 	4518	 	 	Hopper- Owned	 	[*]
	1552
	 	ACBL 2074	 	American Commercial Lines LLC	 	634519	 	 	4519	 	 	Hopper- Owned	 	[*]
	1553
	 	SER 133 B	 	American Commercial Lines LLC	 	544519	 	 	4519	 	 	Hopper- Owned	 	[*]
	1554
	 	ACBL 306	 	American Commercial Lines LLC	 	634520	 	 	4520	 	 	Hopper- Owned	 	[*]
	1555
	 	SER 134 B	 	American Commercial Lines LLC	 	544520	 	 	4520	 	 	Hopper- Owned	 	[*]
	1556
	 	ACBL 2072	 	American Commercial Lines LLC	 	634521	 	 	4521	 	 	Hopper- Owned	 	[*]
	1557
	 	ACBL 308	 	American Commercial Lines LLC	 	634522	 	 	4522	 	 	Hopper- Owned	 	[*]
	1558
	 	CC 75	 	American Commercial Lines LLC	 	594522	 	 	4522	 	 	Hopper- Owned	 	[*]
	1559
	 	ACBL 309	 	American Commercial Lines LLC	 	634523	 	 	4523	 	 	Hopper- Owned	 	[*]
	1560
	 	CC 76	 	American Commercial Lines LLC	 	594523	 	 	4523	 	 	Inactive in Use	 	[*]
	1561
	 	SER 138 B	 	American Commercial Lines LLC	 	544524	 	 	4524	 	 	Hopper- Owned	 	[*]
	1562
	 	ACBL 311	 	American Commercial Lines LLC	 	634525	 	 	4525	 	 	Hopper- Owned	 	[*]
	1563
	 	SER 139 B	 	American Commercial Lines LLC	 	544525	 	 	4525	 	 	Inactive in Use	 	[*]
	1564
	 	ACBL 312	 	American Commercial Lines LLC	 	634526	 	 	4526	 	 	Hopper- Owned	 	[*]
	1565
	 	SER 140 B	 	American Commercial Lines LLC	 	544526	 	 	4526	 	 	Inactive in Use	 	[*]
	1566
	 	SER 141 B	 	American Commercial Lines LLC	 	544527	 	 	4527	 	 	Inactive in Use	 	[*]
	1567
	 	ACBL 314	 	American Commercial Lines LLC	 	634528	 	 	4528	 	 	Hopper- Owned	 	[*]
	1568
	 	SER 142	 	American Commercial Lines LLC	 	544528	 	 	4528	 	 	Hopper- Owned	 	[*]
	1569
	 	ACBL 315	 	American Commercial Lines LLC	 	634529	 	 	4529	 	 	Hopper- Owned	 	[*]
	1570
	 	ACBL 316	 	American Commercial Lines LLC	 	634530	 	 	4530	 	 	Hopper- Owned	 	[*]
	1571
	 	SER 148	 	American Commercial Lines LLC	 	544534	 	 	4534	 	 	Hopper- Owned	 	[*]
	1572
	 	SER 149	 	American Commercial Lines LLC	 	544535	 	 	4535	 	 	Hopper- Owned	 	[*]
	1573
	 	ACBL 4076	 	American Commercial Lines LLC	 	594563	 	 	4563	 	 	Inactive in Use	 	[*]
	1574
	 	DEL WILKINS	 	American Commercial Lines LLC	 	624582	 	 	4582	 	 	Boat	 	[*]
	1575
	 	CGB 260B	 	American Commercial Lines LLC	 	594588	 	 	4588	 	 	Hopper- Owned	 	[*]
	1576
	 	W. J. BARTA	 	American Commercial Lines LLC	 	554601	 	 	4601	 	 	Boat	 	[*]
	1577
	 	NORB WHITLOCK  ex LILY M. FRIEDMAN	 	American Commercial Lines LLC	 	554602	 	 	4602	 	 	Boat	 	[*]
	1578
	 	DE LA SALLE	 	American Commercial Lines LLC	 	614608	 	 	4608	 	 	Boat	 	[*]
	1579
	 	THRUSTON B. MORTON	 	American Commercial Lines LLC	 	594624	 	 	4624	 	 	Boat	 	[*]
	1580
	 	921	 	American Commercial Lines LLC	 	524631	 	 	4631	 	 	Inactive	 	[*]
	1581
	 	922	 	American Commercial Lines LLC	 	524632	 	 	4632	 	 	Inactive in Use	 	[*]
	1582
	 	TATOR BUG	 	American Commercial Lines LLC	 	544649	 	 	4649	 	 	Boat	 	[*]
	1583
	 	ACBL 4307	 	American Commercial Lines LLC	 	624665	 	 	4665	 	 	Hopper- Owned	 	[*]
	1584
	 	ED	 	American Commercial Lines LLC	 	634667	 	 	4667	 	 	Boat	 	[*]
	1585
	 	ABC 320	 	American Commercial Lines LLC	 	594699	 	 	4699	 	 	Hopper- Owned	 	[*]
	1586
	 	ABC 401B	 	American Commercial Lines LLC	 	594700	 	 	4700	 	 	Hopper- Owned	 	[*]
	1587
	 	ABC 403B	 	American Commercial Lines LLC	 	594702	 	 	4702	 	 	Hopper- Owned	 	[*]
	1588
	 	ABC 404B	 	American Commercial Lines LLC	 	594703	 	 	4703	 	 	Hopper- Owned	 	[*]
	1589
	 	ABC 405B	 	American Commercial Lines LLC	 	594704	 	 	4704	 	 	Hopper- Owned	 	[*]
	1590
	 	ABC 406B	 	American Commercial Lines LLC	 	594705	 	 	4705	 	 	Hopper- Owned	 	[*]
	1591
	 	ABC 407B	 	American Commercial Lines LLC	 	594706	 	 	4706	 	 	Hopper- Owned	 	[*]
	1592
	 	ABC 408B	 	American Commercial Lines LLC	 	594707	 	 	4707	 	 	Hopper- Owned	 	[*]
	1593
	 	ABC 410B	 	American Commercial Lines LLC	 	594709	 	 	4709	 	 	Hopper- Owned	 	[*]
	1594
	 	ABC 412B	 	American Commercial Lines LLC	 	594711	 	 	4711	 	 	Hopper- Owned	 	[*]
	1595
	 	ABC 413B	 	American Commercial Lines LLC	 	594712	 	 	4712	 	 	Hopper- Owned	 	[*]
	1596
	 	ABC 414B	 	American Commercial Lines LLC	 	594713	 	 	4713	 	 	Hopper- Owned	 	[*]
	1597
	 	ABC 416B	 	American Commercial Lines LLC	 	594715	 	 	4715	 	 	Hopper- Owned	 	[*]
	1598
	 	ACBL 1467	 	American Commercial Lines LLC	 	974717	 	 	4717	 	 	Hopper- Owned	 	[*]
	1599
	 	ABC 420B	 	American Commercial Lines LLC	 	594719	 	 	4719	 	 	Hopper- Owned	 	[*]
	1600
	 	ACBL 1469	 	American Commercial Lines LLC	 	974719	 	 	4719	 	 	Hopper- Owned	 	[*]
	1601
	 	ABC 421B	 	American Commercial Lines LLC	 	594720	 	 	4720	 	 	Hopper- Owned	 	[*]
	1602
	 	ABC 422B	 	American Commercial Lines LLC	 	594721	 	 	4721	 	 	Hopper- Owned	 	[*]
	1603
	 	ACBL 1471	 	American Commercial Lines LLC	 	974721	 	 	4721	 	 	Hopper- Owned	 	[*]
	1604
	 	ABC 423B	 	American Commercial Lines LLC	 	594722	 	 	4722	 	 	Hopper- Owned	 	[*]
	1605
	 	ABC 424B	 	American Commercial Lines LLC	 	594723	 	 	4723	 	 	Hopper- Owned	 	[*]
	1606
	 	ABC 426B	 	American Commercial Lines LLC	 	594725	 	 	4725	 	 	Hopper- Owned	 	[*]
	1607
	 	ABC 427B	 	American Commercial Lines LLC	 	594726	 	 	4726	 	 	Hopper- Owned	 	[*]
	1608
	 	ABC 428B	 	American Commercial Lines LLC	 	594727	 	 	4727	 	 	Hopper- Owned	 	[*]
	1609
	 	ACBL 4331	 	American Commercial Lines LLC	 	614727	 	 	4727	 	 	Hopper- Owned	 	[*]
	1610
	 	ACBL 4334	 	American Commercial Lines LLC	 	614728	 	 	4728	 	 	Hopper- Owned	 	[*]
	1611
	 	ACBL 4335	 	American Commercial Lines LLC	 	614729	 	 	4729	 	 	Hopper- Owned	 	[*]
	1612
	 	CHEM 90	 	American Commercial Lines LLC	 	514788	 	 	4788	 	 	Jumbo	 	[*]
	1613
	 	CHEM 91	 	American Commercial Lines LLC	 	514789	 	 	4789	 	 	Jumbo	 	[*]







 




			
	[*]	 	The asterisk denotes that confidential portions of this Schedule have been omitted in reliance
on rule 24b-2 of the Securities Exchange Act of 1934. The confidential portions have been
submitted separately to the Securities and Exchange Commission.





 









 











Schedule 4.01(h)(1) Towboats Barges and other Vessels — Owned




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Official	 	Terminal	 	 	 	Appraised  Asset 
	Vessel	 	Vessel Name	 	ACL Business Unit	 	Number	 	Number	 	Vessel Type	 	Value
	1614
	 	910	 	American Commercial Lines LLC	 	504804	 	 	4804	 	 	Inactive in Use	 	[*]
	1615
	 	JACK D. WOFFORD	 	American Commercial Lines LLC	 	504813	 	 	4813	 	 	Boat	 	[*]
	1616
	 	ACBL 1405	 	American Commercial Lines LLC	 	634843	 	 	4843	 	 	Hopper- Owned	 	[*]
	1617
	 	ACBL 1408	 	American Commercial Lines LLC	 	634846	 	 	4846	 	 	Hopper- Owned	 	[*]
	1618
	 	ACBL 1409	 	American Commercial Lines LLC	 	634847	 	 	4847	 	 	Hopper- Owned	 	[*]
	1619
	 	ACBL 1410	 	American Commercial Lines LLC	 	634848	 	 	4848	 	 	Hopper- Owned	 	[*]
	1620
	 	ACBL 1411	 	American Commercial Lines LLC	 	634849	 	 	4849	 	 	Hopper- Owned	 	[*]
	1621
	 	ACBL 1412	 	American Commercial Lines LLC	 	634850	 	 	4850	 	 	Hopper- Owned	 	[*]
	1622
	 	ACBL 1414	 	American Commercial Lines LLC	 	634852	 	 	4852	 	 	Hopper- Owned	 	[*]
	1623
	 	ACBL 4350	 	American Commercial Lines LLC	 	624891	 	 	4891	 	 	Hopper- Owned	 	[*]
	1624
	 	WILLIAM L. KLUNK	 	American Commercial Lines LLC	 	504892	 	 	4892	 	 	Boat	 	[*]
	1625
	 	TTBL 4108	 	American Commercial Lines LLC	 	634948	 	 	4948	 	 	Hopper- Owned	 	[*]
	1626
	 	TTBL 4110	 	American Commercial Lines LLC	 	634950	 	 	4950	 	 	Hopper- Owned	 	[*]
	1627
	 	TTBL 4111	 	American Commercial Lines LLC	 	634951	 	 	4951	 	 	Hopper- Owned	 	[*]
	1628
	 	TTBL 4112	 	American Commercial Lines LLC	 	634952	 	 	4952	 	 	Hopper- Owned	 	[*]
	1629
	 	TTBL 4113	 	American Commercial Lines LLC	 	634953	 	 	4953	 	 	Hopper- Owned	 	[*]
	1630
	 	TTBL 4114	 	American Commercial Lines LLC	 	634954	 	 	4954	 	 	Hopper- Owned	 	[*]
	1631
	 	TTBL 4109	 	American Commercial Lines LLC	 	634955	 	 	4955	 	 	Hopper- Owned	 	[*]
	1632
	 	TTBL 4116	 	American Commercial Lines LLC	 	634956	 	 	4956	 	 	Hopper- Owned	 	[*]
	1633
	 	TTBL 4117	 	American Commercial Lines LLC	 	634957	 	 	4957	 	 	Hopper- Owned	 	[*]
	1634
	 	TTBL 4118	 	American Commercial Lines LLC	 	634958	 	 	4958	 	 	Hopper- Owned	 	[*]
	1635
	 	TTBL 4115	 	American Commercial Lines LLC	 	634960	 	 	4960	 	 	Hopper- Owned	 	[*]
	1636
	 	CGB 121	 	American Commercial Lines LLC	 	604996	 	 	4996	 	 	Hopper- Owned	 	[*]
	1637
	 	NORMANIA	 	American Commercial Lines LLC	 	545007	 	 	5007	 	 	Boat	 	[*]
	1638
	 	ACL 99003	 	American Commercial Lines LLC	 	1075105	 	 	5015	 	 	Hopper- Owned	 	[*]
	1639
	 	SCNO 8001	 	American Commercial Lines LLC	 	615015	 	 	5015	 	 	Hopper- Owned	 	[*]
	1640
	 	SCNO 8002	 	American Commercial Lines LLC	 	615016	 	 	5016	 	 	Hopper- Owned	 	[*]
	1641
	 	SCNO 8003	 	American Commercial Lines LLC	 	615017	 	 	5017	 	 	Hopper- Owned	 	[*]
	1642
	 	SCNO 8004	 	American Commercial Lines LLC	 	615018	 	 	5018	 	 	Hopper- Owned	 	[*]
	1643
	 	SCNO 8005	 	American Commercial Lines LLC	 	615019	 	 	5019	 	 	Hopper- Owned	 	[*]
	1644
	 	SCNO 8006	 	American Commercial Lines LLC	 	615020	 	 	5020	 	 	Hopper- Owned	 	[*]
	1645
	 	SCNO 8007	 	American Commercial Lines LLC	 	615021	 	 	5021	 	 	Hopper- Owned	 	[*]
	1646
	 	SCNO 8008	 	American Commercial Lines LLC	 	615022	 	 	5022	 	 	Hopper- Owned	 	[*]
	1647
	 	SCNO 8009	 	American Commercial Lines LLC	 	615023	 	 	5023	 	 	Hopper- Owned	 	[*]
	1648
	 	SCNO 8010	 	American Commercial Lines LLC	 	615024	 	 	5024	 	 	Hopper- Owned	 	[*]
	1649
	 	SCNO 8011	 	American Commercial Lines LLC	 	615025	 	 	5025	 	 	Hopper- Owned	 	[*]
	1650
	 	SCNO 8012	 	American Commercial Lines LLC	 	615026	 	 	5026	 	 	Hopper- Owned	 	[*]
	1651
	 	SCNO 8013	 	American Commercial Lines LLC	 	615027	 	 	5027	 	 	Hopper- Owned	 	[*]
	1652
	 	SCNO 8014	 	American Commercial Lines LLC	 	615028	 	 	5028	 	 	Hopper- Owned	 	[*]
	1653
	 	SCNO 8015	 	American Commercial Lines LLC	 	615029	 	 	5029	 	 	Inactive in Use	 	[*]
	1654
	 	SCNO 8016	 	American Commercial Lines LLC	 	615030	 	 	5030	 	 	Hopper- Owned	 	[*]
	1655
	 	SCNO 8018	 	American Commercial Lines LLC	 	615032	 	 	5032	 	 	Hopper- Owned	 	[*]
	1656
	 	SCNO 8019	 	American Commercial Lines LLC	 	615033	 	 	5033	 	 	Hopper- Owned	 	[*]
	1657
	 	SCNO 8020	 	American Commercial Lines LLC	 	615034	 	 	5034	 	 	Hopper- Owned	 	[*]
	1658
	 	SCNO 8021	 	American Commercial Lines LLC	 	615035	 	 	5035	 	 	Hopper- Owned	 	[*]
	1659
	 	SCNO 8022	 	American Commercial Lines LLC	 	615036	 	 	5036	 	 	Hopper- Owned	 	[*]
	1660
	 	SCNO 8023	 	American Commercial Lines LLC	 	615037	 	 	5037	 	 	Hopper- Owned	 	[*]
	1661
	 	SCNO 8024	 	American Commercial Lines LLC	 	615038	 	 	5038	 	 	Hopper- Owned	 	[*]
	1662
	 	SCNO 8025	 	American Commercial Lines LLC	 	615039	 	 	5039	 	 	Hopper- Owned	 	[*]
	1663
	 	SCNO 8026	 	American Commercial Lines LLC	 	615040	 	 	5040	 	 	Hopper- Owned	 	[*]
	1664
	 	SCNO 8027	 	American Commercial Lines LLC	 	615041	 	 	5041	 	 	Hopper- Owned	 	[*]
	1665
	 	SCNO 8028	 	American Commercial Lines LLC	 	615042	 	 	5042	 	 	Hopper- Owned	 	[*]
	1666
	 	SCNO 8030	 	American Commercial Lines LLC	 	615044	 	 	5044	 	 	Hopper- Owned	 	[*]
	1667
	 	SCNO 8031	 	American Commercial Lines LLC	 	615045	 	 	5045	 	 	Hopper- Owned	 	[*]
	1668
	 	ACBL 4357	 	American Commercial Lines LLC	 	595046	 	 	5046	 	 	Hopper- Owned	 	[*]
	1669
	 	SCNO 8032	 	American Commercial Lines LLC	 	615046	 	 	5046	 	 	Hopper- Owned	 	[*]
	1670
	 	SCNO 8033	 	American Commercial Lines LLC	 	615047	 	 	5047	 	 	Hopper- Owned	 	[*]
	1671
	 	SCNO 8034	 	American Commercial Lines LLC	 	615048	 	 	5048	 	 	Hopper- Owned	 	[*]
	1672
	 	SCNO 8035	 	American Commercial Lines LLC	 	615049	 	 	5049	 	 	Hopper- Owned	 	[*]
	1673
	 	SCNO 8037	 	American Commercial Lines LLC	 	615051	 	 	5051	 	 	Hopper- Owned	 	[*]
	1674
	 	SCNO 8038	 	American Commercial Lines LLC	 	615052	 	 	5052	 	 	Hopper- Owned	 	[*]
	1675
	 	SCNO 8039	 	American Commercial Lines LLC	 	615053	 	 	5053	 	 	Hopper- Owned	 	[*]
	1676
	 	SCNO 8041	 	American Commercial Lines LLC	 	615055	 	 	5055	 	 	Hopper- Owned	 	[*]
	1677
	 	SCNO 8042	 	American Commercial Lines LLC	 	615056	 	 	5056	 	 	Hopper- Owned	 	[*]
	1678
	 	SCNO 8043	 	American Commercial Lines LLC	 	615057	 	 	5057	 	 	Hopper- Owned	 	[*]
	1679
	 	SCNO 8044	 	American Commercial Lines LLC	 	615058	 	 	5058	 	 	Hopper- Owned	 	[*]
	1680
	 	SCNO 8045	 	American Commercial Lines LLC	 	615059	 	 	5059	 	 	Hopper- Owned	 	[*]
	1681
	 	SCNO 8046	 	American Commercial Lines LLC	 	615060	 	 	5060	 	 	Hopper- Owned	 	[*]
	1682
	 	SCNO 8047	 	American Commercial Lines LLC	 	615061	 	 	5061	 	 	Hopper- Owned	 	[*]
	1683
	 	SCNO 8048	 	American Commercial Lines LLC	 	615062	 	 	5062	 	 	Hopper- Owned	 	[*]
	1684
	 	SCNO 8049	 	American Commercial Lines LLC	 	615063	 	 	5063	 	 	Hopper- Owned	 	[*]
	1685
	 	SCNO 8050	 	American Commercial Lines LLC	 	615064	 	 	5064	 	 	Hopper- Owned	 	[*]
	1686
	 	DM 1285	 	American Commercial Lines LLC	 	555074	 	 	5074	 	 	Inactive in Use	 	[*]
	1687
	 	HINES 428	 	American Commercial Lines LLC	 	595095	 	 	5095	 	 	Oversized	 	[*]
	1688
	 	ACL 99000	 	American Commercial Lines LLC	 	1075101	 	 	5101	 	 	Hopper- Owned	 	[*]
	1689
	 	ACL 99001	 	American Commercial Lines LLC	 	1075103	 	 	5103	 	 	Hopper- Owned	 	[*]
	1690
	 	ACL 99002	 	American Commercial Lines LLC	 	1075104	 	 	5104	 	 	Hopper- Owned	 	[*]







 




			
	[*]	 	The asterisk denotes that confidential portions of this Schedule have been omitted in reliance
on rule 24b-2 of the Securities Exchange Act of 1934. The confidential portions have been
submitted separately to the Securities and Exchange Commission.





 









 











Schedule 4.01(h)(1) Towboats Barges and other Vessels — Owned




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Official	 	Terminal	 	 	 	Appraised  Asset 
	Vessel	 	Vessel Name	 	ACL Business Unit	 	Number	 	Number	 	Vessel Type	 	Value
	1691
	 	ACL 99004	 	American Commercial Lines LLC	 	1075106	 	 	5106	 	 	Hopper- Owned	 	[*]
	1692
	 	ACL 99005	 	American Commercial Lines LLC	 	1075108	 	 	5108	 	 	Hopper- Owned	 	[*]
	1693
	 	CHEM 100	 	American Commercial Lines LLC	 	555108	 	 	5108	 	 	Non-COI	 	[*]
	1694
	 	ACL 99006	 	American Commercial Lines LLC	 	1075109	 	 	5109	 	 	Hopper- Owned	 	[*]
	1695
	 	CHEM 101	 	American Commercial Lines LLC	 	555109	 	 	5109	 	 	Inactive in Use	 	[*]
	1696
	 	DM 974	 	American Commercial Lines LLC	 	595109	 	 	5109	 	 	Jumbo	 	[*]
	1697
	 	CHEM 102	 	American Commercial Lines LLC	 	555110	 	 	5110	 	 	Inactive in Use	 	[*]
	1698
	 	CHEM 103	 	American Commercial Lines LLC	 	555111	 	 	5111	 	 	Inactive in Use	 	[*]
	1699
	 	ACL 99007	 	American Commercial Lines LLC	 	1075112	 	 	5112	 	 	Hopper- Owned	 	[*]
	1700
	 	CHEM 104	 	American Commercial Lines LLC	 	555112	 	 	5112	 	 	Inactive	 	[*]
	1701
	 	ACL 99008	 	American Commercial Lines LLC	 	1075113	 	 	5113	 	 	Hopper- Owned	 	[*]
	1702
	 	CHEM 105	 	American Commercial Lines LLC	 	555113	 	 	5113	 	 	Jumbo	 	[*]
	1703
	 	ACL 99009	 	American Commercial Lines LLC	 	1075114	 	 	5114	 	 	Hopper- Owned	 	[*]
	1704
	 	CHEM 107	 	American Commercial Lines LLC	 	555115	 	 	5115	 	 	Jumbo	 	[*]
	1705
	 	CHEM 108	 	American Commercial Lines LLC	 	555116	 	 	5116	 	 	Jumbo	 	[*]
	1706
	 	CHEM 109	 	American Commercial Lines LLC	 	555117	 	 	5117	 	 	Inactive in Use	 	[*]
	1707
	 	ACBL 3275	 	American Commercial Lines LLC	 	965123	 	 	5123	 	 	Hopper- Owned	 	[*]
	1708
	 	ACBL 3276	 	American Commercial Lines LLC	 	965124	 	 	5124	 	 	Hopper- Owned	 	[*]
	1709
	 	ACBL 3277	 	American Commercial Lines LLC	 	965125	 	 	5125	 	 	Hopper- Owned	 	[*]
	1710
	 	CHEM 266	 	American Commercial Lines LLC	 	1085125	 	 	5125	 	 	Jumbo	 	[*]
	1711
	 	ACBL 3278	 	American Commercial Lines LLC	 	965126	 	 	5126	 	 	Hopper- Owned	 	[*]
	1712
	 	CHEM 267	 	American Commercial Lines LLC	 	1085126	 	 	5126	 	 	Jumbo	 	[*]
	1713
	 	ACBL 3279	 	American Commercial Lines LLC	 	965127	 	 	5127	 	 	Hopper- Owned	 	[*]
	1714
	 	ACBL 3280	 	American Commercial Lines LLC	 	965128	 	 	5128	 	 	Hopper- Owned	 	[*]
	1715
	 	ACBL 3282	 	American Commercial Lines LLC	 	965130	 	 	5130	 	 	Hopper- Owned	 	[*]
	1716
	 	ACBL 3283	 	American Commercial Lines LLC	 	965131	 	 	5131	 	 	Hopper- Owned	 	[*]
	1717
	 	ACBL 3284	 	American Commercial Lines LLC	 	965132	 	 	5132	 	 	Hopper- Owned	 	[*]
	1718
	 	CHEM 268	 	American Commercial Lines LLC	 	1085133	 	 	5133	 	 	Jumbo	 	[*]
	1719
	 	ACBL 3286	 	American Commercial Lines LLC	 	965134	 	 	5134	 	 	Hopper- Owned	 	[*]
	1720
	 	CHEM 269	 	American Commercial Lines LLC	 	1085134	 	 	5134	 	 	Jumbo	 	[*]
	1721
	 	ACBL 3287	 	American Commercial Lines LLC	 	965135	 	 	5135	 	 	Hopper- Owned	 	[*]
	1722
	 	ACBL 3291	 	American Commercial Lines LLC	 	965138	 	 	5138	 	 	Hopper- Owned	 	[*]
	1723
	 	ACBL 3292	 	American Commercial Lines LLC	 	965140	 	 	5140	 	 	Hopper- Owned	 	[*]
	1724
	 	ACBL 3295	 	American Commercial Lines LLC	 	965143	 	 	5143	 	 	Hopper- Owned	 	[*]
	1725
	 	ACBL 3296	 	American Commercial Lines LLC	 	965144	 	 	5144	 	 	Hopper- Owned	 	[*]
	1726
	 	ACBL 3297	 	American Commercial Lines LLC	 	965145	 	 	5145	 	 	Hopper- Owned	 	[*]
	1727
	 	ACBL 3299	 	American Commercial Lines LLC	 	965147	 	 	5147	 	 	Hopper- Owned	 	[*]
	1728
	 	ACBL 3302	 	American Commercial Lines LLC	 	965150	 	 	5150	 	 	Hopper- Owned	 	[*]
	1729
	 	ACBL 3303	 	American Commercial Lines LLC	 	965151	 	 	5151	 	 	Hopper- Owned	 	[*]
	1730
	 	ACBL 3304	 	American Commercial Lines LLC	 	965152	 	 	5152	 	 	Hopper- Owned	 	[*]
	1731
	 	HARRY M. MACK	 	American Commercial Lines LLC	 	565154	 	 	5154	 	 	Boat	 	[*]
	1732
	 	SUE ELLEN	 	American Commercial Lines LLC	 	615166	 	 	5166	 	 	Boat	 	[*]
	1733
	 	ACBL 4073	 	American Commercial Lines LLC	 	615230	 	 	5230	 	 	Inactive in Use	 	[*]
	1734
	 	D.O. DONHAM	 	American Commercial Lines LLC	 	575251	 	 	5251	 	 	Boat	 	[*]
	1735
	 	HINES 435B	 	American Commercial Lines LLC	 	955272	 	 	5272	 	 	Oversized	 	[*]
	1736
	 	HINES 423B	 	American Commercial Lines LLC	 	955273	 	 	5273	 	 	Oversized	 	[*]
	1737
	 	HINES 442	 	American Commercial Lines LLC	 	955274	 	 	5274	 	 	Oversized	 	[*]
	1738
	 	HINES 440	 	American Commercial Lines LLC	 	955275	 	 	5275	 	 	Oversized	 	[*]
	1739
	 	ACBL 2871	 	American Commercial Lines LLC	 	555278	 	 	5278	 	 	Hopper- Owned	 	[*]
	1740
	 	AGS 0974	 	American Commercial Lines LLC	 	615286	 	 	5286	 	 	Hopper- Owned	 	[*]
	1741
	 	ACBL 2880	 	American Commercial Lines LLC	 	555287	 	 	5287	 	 	Inactive in Use	 	[*]
	1742
	 	DORIS MCKINNEY	 	American Commercial Lines LLC	 	545297	 	 	5297	 	 	Boat	 	[*]
	1743
	 	ACBL 2892	 	American Commercial Lines LLC	 	565396	 	 	5396	 	 	Inactive in Use	 	[*]
	1744
	 	ACBL 2893	 	American Commercial Lines LLC	 	565397	 	 	5397	 	 	Hopper- Owned	 	[*]
	1745
	 	ACBL 2894	 	American Commercial Lines LLC	 	565398	 	 	5398	 	 	Hopper- Owned	 	[*]
	1746
	 	ACBL 2895	 	American Commercial Lines LLC	 	565399	 	 	5399	 	 	Inactive in Use	 	[*]
	1747
	 	ACBL 2898	 	American Commercial Lines LLC	 	565402	 	 	5402	 	 	Inactive in Use	 	[*]
	1748
	 	ACBL 2899	 	American Commercial Lines LLC	 	565403	 	 	5403	 	 	Hopper- Owned	 	[*]
	1749
	 	944	 	American Commercial Lines LLC	 	555404	 	 	5404	 	 	Jumbo	 	[*]
	1750
	 	945	 	American Commercial Lines LLC	 	555405	 	 	5405	 	 	Jumbo	 	[*]
	1751
	 	946	 	American Commercial Lines LLC	 	555406	 	 	5406	 	 	Jumbo	 	[*]
	1752
	 	947	 	American Commercial Lines LLC	 	555407	 	 	5407	 	 	Jumbo	 	[*]
	1753
	 	948	 	American Commercial Lines LLC	 	555408	 	 	5408	 	 	Jumbo	 	[*]
	1754
	 	ACBL 2904	 	American Commercial Lines LLC	 	565408	 	 	5408	 	 	Hopper- Owned	 	[*]
	1755
	 	949	 	American Commercial Lines LLC	 	555409	 	 	5409	 	 	Jumbo	 	[*]
	1756
	 	950	 	American Commercial Lines LLC	 	555410	 	 	5410	 	 	Jumbo	 	[*]
	1757
	 	ACBL 2906	 	American Commercial Lines LLC	 	565410	 	 	5410	 	 	Inactive in Use	 	[*]
	1758
	 	951	 	American Commercial Lines LLC	 	555411	 	 	5411	 	 	Jumbo	 	[*]
	1759
	 	952	 	American Commercial Lines LLC	 	555412	 	 	5412	 	 	Inactive	 	[*]
	1760
	 	ACBL 2908	 	American Commercial Lines LLC	 	565412	 	 	5412	 	 	Inactive in Use	 	[*]
	1761
	 	953	 	American Commercial Lines LLC	 	555413	 	 	5413	 	 	Jumbo	 	[*]
	1762
	 	ACBL 2909	 	American Commercial Lines LLC	 	565413	 	 	5413	 	 	Inactive in Use	 	[*]
	1763
	 	ACBL 2910	 	American Commercial Lines LLC	 	565414	 	 	5414	 	 	Hopper- Owned	 	[*]
	1764
	 	ACBL 2943	 	American Commercial Lines LLC	 	575463	 	 	5463	 	 	Hopper- Owned	 	[*]
	1765
	 	ACBL 2944	 	American Commercial Lines LLC	 	575464	 	 	5464	 	 	Inactive in Use	 	[*]
	1766
	 	ACBL 2945	 	American Commercial Lines LLC	 	575465	 	 	5465	 	 	Hopper- Owned	 	[*]
	1767
	 	1402	 	American Commercial Lines LLC	 	295467	 	 	5467	 	 	Inactive in Use	 	[*]







 




			
	[*]	 	The asterisk denotes that confidential portions of this Schedule have been omitted in reliance
on rule 24b-2 of the Securities Exchange Act of 1934. The confidential portions have been
submitted separately to the Securities and Exchange Commission.





 









 











Schedule 4.01(h)(1) Towboats Barges and other Vessels — Owned




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Official	 	Terminal	 	 	 	Appraised  Asset 
	Vessel	 	Vessel Name	 	ACL Business Unit	 	Number	 	Number	 	Vessel Type	 	Value
	1768
	 	ACBL 2678	 	American Commercial Lines LLC	 	515468	 	 	5468	 	 	Inactive in Use	 	[*]
	1769
	 	ACBL 2948	 	American Commercial Lines LLC	 	575468	 	 	5468	 	 	Hopper- Owned	 	[*]
	1770
	 	ACBL 2949	 	American Commercial Lines LLC	 	575469	 	 	5469	 	 	Hopper- Owned	 	[*]
	1771
	 	ACBL 2684	 	American Commercial Lines LLC	 	515474	 	 	5474	 	 	Inactive in Use	 	[*]
	1772
	 	ACBL 2954	 	American Commercial Lines LLC	 	575474	 	 	5474	 	 	Hopper- Owned	 	[*]
	1773
	 	ACBL 2958	 	American Commercial Lines LLC	 	575478	 	 	5478	 	 	Hopper- Owned	 	[*]
	1774
	 	ACBL 2959	 	American Commercial Lines LLC	 	575479	 	 	5479	 	 	Hopper- Owned	 	[*]
	1775
	 	ACBL 2961	 	American Commercial Lines LLC	 	575481	 	 	5481	 	 	Hopper- Owned	 	[*]
	1776
	 	ACBL 2966	 	American Commercial Lines LLC	 	575486	 	 	5486	 	 	Hopper- Owned	 	[*]
	1777
	 	ORLEANIAN	 	American Commercial Lines LLC	 	535492	 	 	5492	 	 	Boat	 	[*]
	1778
	 	VLX 7357	 	American Commercial Lines LLC	 	545517	 	 	5517	 	 	Inactive	 	[*]
	1779
	 	VLX 7358	 	American Commercial Lines LLC	 	545518	 	 	5518	 	 	Inactive in Use	 	[*]
	1780
	 	VLX 7360	 	American Commercial Lines LLC	 	545520	 	 	5520	 	 	Inactive in Use	 	[*]
	1781
	 	CHEM 186	 	American Commercial Lines LLC	 	1075531	 	 	5531	 	 	Jumbo	 	[*]
	1782
	 	ACBL 2762	 	American Commercial Lines LLC	 	535532	 	 	5532	 	 	Inactive in Use	 	[*]
	1783
	 	CHEM 187	 	American Commercial Lines LLC	 	1075532	 	 	5532	 	 	Jumbo	 	[*]
	1784
	 	VLX 7373	 	American Commercial Lines LLC	 	545533	 	 	5533	 	 	Inactive in Use	 	[*]
	1785
	 	ACBL 2764	 	American Commercial Lines LLC	 	535534	 	 	5534	 	 	Inactive in Use	 	[*]
	1786
	 	ACBL 2765	 	American Commercial Lines LLC	 	535535	 	 	5535	 	 	Inactive in Use	 	[*]
	1787
	 	ACBL 2770	 	American Commercial Lines LLC	 	535540	 	 	5540	 	 	Inactive in Use	 	[*]
	1788
	 	VLBX 7381	 	American Commercial Lines LLC	 	545541	 	 	5541	 	 	Inactive in Use	 	[*]
	1789
	 	ACBL 2773	 	American Commercial Lines LLC	 	535543	 	 	5543	 	 	Inactive in Use	 	[*]
	1790
	 	VLBX 7384	 	American Commercial Lines LLC	 	545544	 	 	5544	 	 	Inactive in Use	 	[*]
	1791
	 	VLBX 7385	 	American Commercial Lines LLC	 	545545	 	 	5545	 	 	Hopper- Owned	 	[*]
	1792
	 	VLBX 7387	 	American Commercial Lines LLC	 	545547	 	 	5547	 	 	Hopper- Owned	 	[*]
	1793
	 	VLBX 7388	 	American Commercial Lines LLC	 	545548	 	 	5548	 	 	Hopper- Owned	 	[*]
	1794
	 	VLBX 7389	 	American Commercial Lines LLC	 	545549	 	 	5549	 	 	Hopper- Owned	 	[*]
	1795
	 	VLBX 7391	 	American Commercial Lines LLC	 	545551	 	 	5551	 	 	Inactive in Use	 	[*]
	1796
	 	VLBX 7393	 	American Commercial Lines LLC	 	545553	 	 	5553	 	 	Inactive in Use	 	[*]
	1797
	 	VLBX 7394	 	American Commercial Lines LLC	 	545554	 	 	5554	 	 	Inactive in Use	 	[*]
	1798
	 	VLBX 7396	 	American Commercial Lines LLC	 	545556	 	 	5556	 	 	Hopper- Owned	 	[*]
	1799
	 	RF 501 B	 	American Commercial Lines LLC	 	585567	 	 	5567	 	 	Inactive in Use	 	[*]
	1800
	 	H 128B	 	American Commercial Lines LLC	 	585570	 	 	5570	 	 	Hopper- Owned	 	[*]
	1801
	 	H 131 B	 	American Commercial Lines LLC	 	585573	 	 	5573	 	 	Inactive in Use	 	[*]
	1802
	 	913	 	American Commercial Lines LLC	 	515575	 	 	5575	 	 	Jumbo	 	[*]
	1803
	 	H 134 B	 	American Commercial Lines LLC	 	585576	 	 	5576	 	 	Hopper- Owned	 	[*]
	1804
	 	TENNESSEE MERCHANT	 	American Commercial Lines LLC	 	685581	 	 	5581	 	 	Boat	 	[*]
	1805
	 	CHEM 264	 	American Commercial Lines LLC	 	1075610	 	 	5610	 	 	Jumbo	 	[*]
	1806
	 	CHEM 265	 	American Commercial Lines LLC	 	1075611	 	 	5611	 	 	Jumbo	 	[*]
	1807
	 	CHEM 177	 	American Commercial Lines LLC	 	1055619	 	 	5619	 	 	Jumbo	 	[*]
	1808
	 	HINES 438	 	American Commercial Lines LLC	 	675628	 	 	5628	 	 	Oversized	 	[*]
	1809
	 	ACBL 1310	 	American Commercial Lines LLC	 	545680	 	 	5680	 	 	Hopper- Owned	 	[*]
	1810
	 	ACBL 1313	 	American Commercial Lines LLC	 	545683	 	 	5683	 	 	Inactive in Use	 	[*]
	1811
	 	ACBL 1315	 	American Commercial Lines LLC	 	545685	 	 	5685	 	 	Inactive in Use	 	[*]
	1812
	 	ACBL 1320	 	American Commercial Lines LLC	 	545690	 	 	5690	 	 	Inactive in Use	 	[*]
	1813
	 	ACBL 1323	 	American Commercial Lines LLC	 	545693	 	 	5693	 	 	Inactive in Use	 	[*]
	1814
	 	ACBL 1326	 	American Commercial Lines LLC	 	545696	 	 	5696	 	 	Inactive in Use	 	[*]
	1815
	 	ACBL 1328	 	American Commercial Lines LLC	 	545698	 	 	5698	 	 	Inactive in Use	 	[*]
	1816
	 	ACBL 1330	 	American Commercial Lines LLC	 	545700	 	 	5700	 	 	Inactive in Use	 	[*]
	1817
	 	ACBL 4328	 	American Commercial Lines LLC	 	605701	 	 	5701	 	 	Hopper- Owned	 	[*]
	1818
	 	ACBL 1332	 	American Commercial Lines LLC	 	545702	 	 	5702	 	 	Inactive in Use	 	[*]
	1819
	 	CHEM 40	 	American Commercial Lines LLC	 	295716	 	 	5716	 	 	Inactive in Use	 	[*]
	1820
	 	ACBL 1742	 	American Commercial Lines LLC	 	535752	 	 	5752	 	 	Inactive in Use	 	[*]
	1821
	 	ACBL 1748	 	American Commercial Lines LLC	 	535758	 	 	5758	 	 	Inactive in Use	 	[*]
	1822
	 	ACBL 1753	 	American Commercial Lines LLC	 	535763	 	 	5763	 	 	Inactive in Use	 	[*]
	1823
	 	ACBL 1754	 	American Commercial Lines LLC	 	535764	 	 	5764	 	 	Inactive in Use	 	[*]
	1824
	 	ACBL 4146	 	American Commercial Lines LLC	 	605768	 	 	5768	 	 	Hopper- Owned	 	[*]
	1825
	 	VLB 7050	 	American Commercial Lines LLC	 	525770	 	 	5770	 	 	Inactive in Use	 	[*]
	1826
	 	ACBL 1762	 	American Commercial Lines LLC	 	535772	 	 	5772	 	 	Inactive in Use	 	[*]
	1827
	 	VLB 7052	 	American Commercial Lines LLC	 	525772	 	 	5772	 	 	Inactive in Use	 	[*]
	1828
	 	NMS NO. 1402	 	American Commercial Lines LLC	 	545773	 	 	5773	 	 	Jumbo	 	[*]
	1829
	 	CHARLES M	 	American Commercial Lines LLC	 	625777	 	 	5777	 	 	Boat	 	[*]
	1830
	 	VLB 7061	 	American Commercial Lines LLC	 	525781	 	 	5781	 	 	Inactive in Use	 	[*]
	1831
	 	VLB 7063	 	American Commercial Lines LLC	 	525783	 	 	5783	 	 	Inactive in Use	 	[*]
	1832
	 	VLB 7069	 	American Commercial Lines LLC	 	525789	 	 	5789	 	 	Inactive in Use	 	[*]
	1833
	 	VL 7601	 	American Commercial Lines LLC	 	575791	 	 	5791	 	 	Inactive in Use	 	[*]
	1834
	 	VL 7617	 	American Commercial Lines LLC	 	575808	 	 	5808	 	 	Hopper- Owned	 	[*]
	1835
	 	CHEM 135	 	American Commercial Lines LLC	 	615836	 	 	5836	 	 	Jumbo	 	[*]
	1836
	 	ACBL 4249	 	American Commercial Lines LLC	 	585842	 	 	5842	 	 	Inactive in Use	 	[*]
	1837
	 	CHEM 225	 	American Commercial Lines LLC	 	655924	 	 	5924	 	 	Jumbo	 	[*]
	1838
	 	CHEM 226	 	American Commercial Lines LLC	 	655925	 	 	5925	 	 	Jumbo	 	[*]
	1839
	 	CHEM 227	 	American Commercial Lines LLC	 	655926	 	 	5926	 	 	Jumbo	 	[*]
	1840
	 	CHEM 228	 	American Commercial Lines LLC	 	655927	 	 	5927	 	 	Jumbo	 	[*]
	1841
	 	CHEM 229	 	American Commercial Lines LLC	 	655928	 	 	5928	 	 	Jumbo	 	[*]
	1842
	 	CHEM 230	 	American Commercial Lines LLC	 	655929	 	 	5929	 	 	Jumbo	 	[*]
	1843
	 	CHEM 231	 	American Commercial Lines LLC	 	655930	 	 	5930	 	 	Jumbo	 	[*]
	1844
	 	CHEM 232	 	American Commercial Lines LLC	 	655931	 	 	5931	 	 	Jumbo	 	[*]







 




			
	[*]	 	The asterisk denotes that confidential portions of this Schedule have been omitted in reliance
on rule 24b-2 of the Securities Exchange Act of 1934. The confidential portions have been
submitted separately to the Securities and Exchange Commission.





 









 











Schedule 4.01(h)(1) Towboats Barges and other Vessels — Owned




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Official	 	Terminal	 	 	 	Appraised  Asset 
	Vessel	 	Vessel Name	 	ACL Business Unit	 	Number	 	Number	 	Vessel Type	 	Value
	1845
	 	CHEM 233	 	American Commercial Lines LLC	 	655932	 	 	5932	 	 	Jumbo	 	[*]
	1846
	 	CHEM 234	 	American Commercial Lines LLC	 	655933	 	 	5933	 	 	Jumbo	 	[*]
	1847
	 	CHEM 235	 	American Commercial Lines LLC	 	655934	 	 	5934	 	 	Jumbo	 	[*]
	1848
	 	CHEM 236	 	American Commercial Lines LLC	 	655935	 	 	5935	 	 	Jumbo	 	[*]
	1849
	 	CHEM 237	 	American Commercial Lines LLC	 	655936	 	 	5936	 	 	Jumbo	 	[*]
	1850
	 	CHEM 238	 	American Commercial Lines LLC	 	655937	 	 	5937	 	 	Jumbo	 	[*]
	1851
	 	CHEM 239	 	American Commercial Lines LLC	 	655938	 	 	5938	 	 	Jumbo	 	[*]
	1852
	 	FRANK RADER	 	American Commercial Lines LLC	 	535940	 	 	5940	 	 	Boat	 	[*]
	1853
	 	WTT 401B	 	American Commercial Lines LLC	 	635959	 	 	5959	 	 	Hopper- Owned	 	[*]
	1854
	 	WTT 402B	 	American Commercial Lines LLC	 	635960	 	 	5960	 	 	Hopper- Owned	 	[*]
	1855
	 	WTT 403B	 	American Commercial Lines LLC	 	635961	 	 	5961	 	 	Hopper- Owned	 	[*]
	1856
	 	WTT 404B	 	American Commercial Lines LLC	 	635962	 	 	5962	 	 	Hopper- Owned	 	[*]
	1857
	 	WTT 405B	 	American Commercial Lines LLC	 	635963	 	 	5963	 	 	Hopper- Owned	 	[*]
	1858
	 	WTT 406B	 	American Commercial Lines LLC	 	635964	 	 	5964	 	 	Hopper- Owned	 	[*]
	1859
	 	NMS NO. 1450	 	American Commercial Lines LLC	 	545965	 	 	5965	 	 	Jumbo	 	[*]
	1860
	 	WTT 407B	 	American Commercial Lines LLC	 	635965	 	 	5965	 	 	Hopper- Owned	 	[*]
	1861
	 	NMS NO. 1451	 	American Commercial Lines LLC	 	545966	 	 	5966	 	 	Jumbo	 	[*]
	1862
	 	WTT 408B	 	American Commercial Lines LLC	 	635966	 	 	5966	 	 	Hopper- Owned	 	[*]
	1863
	 	N.M.S. No. 1452	 	American Commercial Lines LLC	 	545967	 	 	5967	 	 	Inactive	 	[*]
	1864
	 	WTT 409B	 	American Commercial Lines LLC	 	635967	 	 	5967	 	 	Hopper- Owned	 	[*]
	1865
	 	WTT 410B	 	American Commercial Lines LLC	 	635968	 	 	5968	 	 	Hopper- Owned	 	[*]
	1866
	 	WTT 411B	 	American Commercial Lines LLC	 	635969	 	 	5969	 	 	Hopper- Owned	 	[*]
	1867
	 	WTT 412B	 	American Commercial Lines LLC	 	635970	 	 	5970	 	 	Hopper- Owned	 	[*]
	1868
	 	WTT 413B	 	American Commercial Lines LLC	 	635971	 	 	5971	 	 	Hopper- Owned	 	[*]
	1869
	 	WTT 414B	 	American Commercial Lines LLC	 	635972	 	 	5972	 	 	Hopper- Owned	 	[*]
	1870
	 	WTT 415B	 	American Commercial Lines LLC	 	635973	 	 	5973	 	 	Hopper- Owned	 	[*]
	1871
	 	WTT 416B	 	American Commercial Lines LLC	 	635974	 	 	5974	 	 	Hopper- Owned	 	[*]
	1872
	 	WTT 417B	 	American Commercial Lines LLC	 	635975	 	 	5975	 	 	Hopper- Owned	 	[*]
	1873
	 	CHERYL DOBARD	 	American Commercial Lines LLC	 	555976	 	 	5976	 	 	Boat	 	[*]
	1874
	 	WTT 418B	 	American Commercial Lines LLC	 	635976	 	 	5976	 	 	Hopper- Owned	 	[*]
	1875
	 	WTT 419B	 	American Commercial Lines LLC	 	635977	 	 	5977	 	 	Hopper- Owned	 	[*]
	1876
	 	WTT 420B	 	American Commercial Lines LLC	 	635978	 	 	5978	 	 	Hopper- Owned	 	[*]
	1877
	 	WTT 421B	 	American Commercial Lines LLC	 	635979	 	 	5979	 	 	Hopper- Owned	 	[*]
	1878
	 	WTT 422B	 	American Commercial Lines LLC	 	635980	 	 	5980	 	 	Hopper- Owned	 	[*]
	1879
	 	WTT 423B	 	American Commercial Lines LLC	 	635981	 	 	5981	 	 	Hopper- Owned	 	[*]
	1880
	 	WTT 424B	 	American Commercial Lines LLC	 	635982	 	 	5982	 	 	Hopper- Owned	 	[*]
	1881
	 	WTT 425B	 	American Commercial Lines LLC	 	635983	 	 	5983	 	 	Hopper- Owned	 	[*]
	1882
	 	ACBL 2033	 	American Commercial Lines LLC	 	595986	 	 	5986	 	 	Hopper- Owned	 	[*]
	1883
	 	ACBL 2034	 	American Commercial Lines LLC	 	595987	 	 	5987	 	 	Hopper- Owned	 	[*]
	1884
	 	ACBL 2039	 	American Commercial Lines LLC	 	595992	 	 	5992	 	 	Hopper- Owned	 	[*]
	1885
	 	ACBL 2040	 	American Commercial Lines LLC	 	595993	 	 	5993	 	 	Hopper- Owned	 	[*]
	1886
	 	ACBL 2041	 	American Commercial Lines LLC	 	595994	 	 	5994	 	 	Hopper- Owned	 	[*]
	1887
	 	ACBL 2044	 	American Commercial Lines LLC	 	595997	 	 	5997	 	 	Hopper- Owned	 	[*]
	1888
	 	ACBL 2045	 	American Commercial Lines LLC	 	595998	 	 	5998	 	 	Hopper- Owned	 	[*]
	1889
	 	ACBL 2047	 	American Commercial Lines LLC	 	596000	 	 	6000	 	 	Hopper- Owned	 	[*]
	1890
	 	ACBL 2048	 	American Commercial Lines LLC	 	596001	 	 	6001	 	 	Hopper- Owned	 	[*]
	1891
	 	ACBL 2051	 	American Commercial Lines LLC	 	596004	 	 	6004	 	 	Hopper- Owned	 	[*]
	1892
	 	ACBL 2052	 	American Commercial Lines LLC	 	596005	 	 	6005	 	 	Hopper- Owned	 	[*]
	1893
	 	ACBL 2055	 	American Commercial Lines LLC	 	596008	 	 	6008	 	 	Hopper- Owned	 	[*]
	1894
	 	ACBL 2056	 	American Commercial Lines LLC	 	596009	 	 	6009	 	 	Hopper- Owned	 	[*]
	1895
	 	ACBL 2058	 	American Commercial Lines LLC	 	596011	 	 	6011	 	 	Hopper- Owned	 	[*]
	1896
	 	ACBL 2059	 	American Commercial Lines LLC	 	596012	 	 	6012	 	 	Hopper- Owned	 	[*]
	1897
	 	ACBL 2061	 	American Commercial Lines LLC	 	596014	 	 	6014	 	 	Hopper- Owned	 	[*]
	1898
	 	ACBL 2068	 	American Commercial Lines LLC	 	596021	 	 	6021	 	 	Hopper- Owned	 	[*]
	1899
	 	928	 	American Commercial Lines LLC	 	546054	 	 	6054	 	 	Inactive in Use	 	[*]
	1900
	 	930	 	American Commercial Lines LLC	 	546056	 	 	6056	 	 	Jumbo	 	[*]
	1901
	 	932	 	American Commercial Lines LLC	 	546058	 	 	6058	 	 	Jumbo	 	[*]
	1902
	 	CHEM 60	 	American Commercial Lines LLC	 	296070	 	 	6070	 	 	Inactive in Use	 	[*]
	1903
	 	MAC 238 B	 	American Commercial Lines LLC	 	626080	 	 	6080	 	 	Hopper- Owned	 	[*]
	1904
	 	MAC 240 B	 	American Commercial Lines LLC	 	626082	 	 	6082	 	 	Hopper- Owned	 	[*]
	1905
	 	CHEM 273	 	American Commercial Lines LLC	 	1086090	 	 	6090	 	 	Jumbo	 	[*]
	1906
	 	CHEM 272	 	American Commercial Lines LLC	 	1086091	 	 	6091	 	 	Jumbo	 	[*]
	1907
	 	CHEM 271	 	American Commercial Lines LLC	 	1086092	 	 	6092	 	 	Jumbo	 	[*]
	1908
	 	CHEM 270	 	American Commercial Lines LLC	 	1086093	 	 	6093	 	 	Jumbo	 	[*]
	1909
	 	GENE HERDE	 	American Commercial Lines LLC	 	576108	 	 	6108	 	 	Boat	 	[*]
	1910
	 	CHEM 167	 	American Commercial Lines LLC	 	1026139	 	 	6139	 	 	Jumbo	 	[*]
	1911
	 	CHEM 168	 	American Commercial Lines LLC	 	1026140	 	 	6140	 	 	Jumbo	 	[*]
	1912
	 	CHEM 169	 	American Commercial Lines LLC	 	1026141	 	 	6141	 	 	Jumbo	 	[*]
	1913
	 	CHEM 170	 	American Commercial Lines LLC	 	1026142	 	 	6142	 	 	Jumbo	 	[*]
	1914
	 	CHEM 171	 	American Commercial Lines LLC	 	1026143	 	 	6143	 	 	Jumbo	 	[*]
	1915
	 	CHEM 62	 	American Commercial Lines LLC	 	296172	 	 	6172	 	 	Inactive	 	[*]
	1916
	 	ACBL 1276	 	American Commercial Lines LLC	 	536206	 	 	6206	 	 	Inactive in Use	 	[*]
	1917
	 	ACBL 1277	 	American Commercial Lines LLC	 	536207	 	 	6207	 	 	Inactive in Use	 	[*]
	1918
	 	ACBL 1284	 	American Commercial Lines LLC	 	536214	 	 	6214	 	 	Inactive in Use	 	[*]
	1919
	 	ACBL 1294	 	American Commercial Lines LLC	 	536224	 	 	6224	 	 	Inactive in Use	 	[*]
	1920
	 	ACBL 1298	 	American Commercial Lines LLC	 	536228	 	 	6228	 	 	Inactive in Use	 	[*]
	1921
	 	ACBL 1300	 	American Commercial Lines LLC	 	536230	 	 	6230	 	 	Inactive in Use	 	[*]







 




			
	[*]	 	The asterisk denotes that confidential portions of this Schedule have been omitted in reliance
on rule 24b-2 of the Securities Exchange Act of 1934. The confidential portions have been
submitted separately to the Securities and Exchange Commission.





 









 











Schedule 4.01(h)(1) Towboats Barges and other Vessels — Owned




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Official	 	Terminal	 	 	 	Appraised  Asset 
	Vessel	 	Vessel Name	 	ACL Business Unit	 	Number	 	Number	 	Vessel Type	 	Value
	1922
	 	TANYA MCKINNEY	 	American Commercial Lines LLC	 	626240	 	 	6240	 	 	Boat	 	[*]
	1923
	 	HUGH C. BLASKE	 	American Commercial Lines LLC	 	296245	 	 	6245	 	 	Boat	 	[*]
	1924
	 	DM 957	 	American Commercial Lines LLC	 	586292	 	 	6292	 	 	Inactive in Use	 	[*]
	1925
	 	915	 	American Commercial Lines LLC	 	516306	 	 	6306	 	 	Jumbo	 	[*]
	1926
	 	918	 	American Commercial Lines LLC	 	516309	 	 	6309	 	 	Inactive in Use	 	[*]
	1927
	 	919	 	American Commercial Lines LLC	 	516310	 	 	6310	 	 	Inactive in Use	 	[*]
	1928
	 	TTM 1B	 	American Commercial Lines LLC	 	996313	 	 	6313	 	 	Hopper- Owned	 	[*]
	1929
	 	TMR 2B	 	American Commercial Lines LLC	 	996314	 	 	6314	 	 	Hopper- Owned	 	[*]
	1930
	 	STS 3B	 	American Commercial Lines LLC	 	996315	 	 	6315	 	 	Hopper- Owned	 	[*]
	1931
	 	JCS 4B	 	American Commercial Lines LLC	 	996316	 	 	6316	 	 	Hopper- Owned	 	[*]
	1932
	 	WRF 5B	 	American Commercial Lines LLC	 	996317	 	 	6317	 	 	Hopper- Owned	 	[*]
	1933
	 	TCP 6B	 	American Commercial Lines LLC	 	996318	 	 	6318	 	 	Hopper- Owned	 	[*]
	1934
	 	SGN 7B	 	American Commercial Lines LLC	 	996319	 	 	6319	 	 	Hopper- Owned	 	[*]
	1935
	 	TMT 8B	 	American Commercial Lines LLC	 	996320	 	 	6320	 	 	Hopper- Owned	 	[*]
	1936
	 	JPJ 9B	 	American Commercial Lines LLC	 	996321	 	 	6321	 	 	Hopper- Owned	 	[*]
	1937
	 	JPW 10B	 	American Commercial Lines LLC	 	996322	 	 	6322	 	 	Hopper- Owned	 	[*]
	1938
	 	SCNO 1309	 	American Commercial Lines LLC	 	506322	 	 	6322	 	 	Jumbo	 	[*]
	1939
	 	SCNO 1310	 	American Commercial Lines LLC	 	506323	 	 	6323	 	 	Jumbo	 	[*]
	1940
	 	WCRS 11B	 	American Commercial Lines LLC	 	996323	 	 	6323	 	 	Hopper- Owned	 	[*]
	1941
	 	RTS 12B	 	American Commercial Lines LLC	 	996324	 	 	6324	 	 	Hopper- Owned	 	[*]
	1942
	 	SCNO 1311	 	American Commercial Lines LLC	 	506324	 	 	6324	 	 	Jumbo	 	[*]
	1943
	 	PMS 13B	 	American Commercial Lines LLC	 	996325	 	 	6325	 	 	Hopper- Owned	 	[*]
	1944
	 	MMC 14B	 	American Commercial Lines LLC	 	996326	 	 	6326	 	 	Hopper- Owned	 	[*]
	1945
	 	RJC 15B	 	American Commercial Lines LLC	 	996327	 	 	6327	 	 	Hopper- Owned	 	[*]
	1946
	 	DM 976	 	American Commercial Lines LLC	 	586335	 	 	6335	 	 	Jumbo	 	[*]
	1947
	 	H 107 B	 	American Commercial Lines LLC	 	576372	 	 	6372	 	 	Inactive in Use	 	[*]
	1948
	 	ACBL 4077	 	American Commercial Lines LLC	 	576377	 	 	6377	 	 	Hopper- Owned	 	[*]
	1949
	 	CELESTE MCKINNEY	 	American Commercial Lines LLC	 	566405	 	 	6405	 	 	Boat	 	[*]
	1950
	 	ACBL 1252	 	American Commercial Lines LLC	 	516410	 	 	6410	 	 	Inactive in Use	 	[*]
	1951
	 	2602	 	American Commercial Lines LLC	 	506419	 	 	6419	 	 	Jumbo	 	[*]
	1952
	 	2603	 	American Commercial Lines LLC	 	506420	 	 	6420	 	 	Jumbo	 	[*]
	1953
	 	2604	 	American Commercial Lines LLC	 	506421	 	 	6421	 	 	Inactive in Use	 	[*]
	1954
	 	2606	 	American Commercial Lines LLC	 	506423	 	 	6423	 	 	Inactive in Use	 	[*]
	1955
	 	2607	 	American Commercial Lines LLC	 	506424	 	 	6424	 	 	Inactive in Use	 	[*]
	1956
	 	2609	 	American Commercial Lines LLC	 	506426	 	 	6426	 	 	Inactive in Use	 	[*]
	1957
	 	2610	 	American Commercial Lines LLC	 	506427	 	 	6427	 	 	Jumbo	 	[*]
	1958
	 	HINES 405B	 	American Commercial Lines LLC	 	606435	 	 	6435	 	 	Oversized	 	[*]
	1959
	 	ACBL 2887	 	American Commercial Lines LLC	 	556479	 	 	6479	 	 	Inactive in Use	 	[*]
	1960
	 	ACBL 2888	 	American Commercial Lines LLC	 	556480	 	 	6480	 	 	Inactive in Use	 	[*]
	1961
	 	SER 301	 	American Commercial Lines LLC	 	556484	 	 	6484	 	 	Hopper- Owned	 	[*]
	1962
	 	SER 302	 	American Commercial Lines LLC	 	556485	 	 	6485	 	 	Hopper- Owned	 	[*]
	1963
	 	CHEM 136	 	American Commercial Lines LLC	 	616490	 	 	6490	 	 	Jumbo	 	[*]
	1964
	 	CHEM 137	 	American Commercial Lines LLC	 	616491	 	 	6491	 	 	Jumbo	 	[*]
	1965
	 	N.M.S. NO. 1476	 	American Commercial Lines LLC	 	596543	 	 	6543	 	 	Inactive in Use	 	[*]
	1966
	 	BUTCH BARRAS	 	American Commercial Lines LLC	 	646544	 	 	6544	 	 	Boat	 	[*]
	1967
	 	MAC 620	 	American Commercial Lines LLC	 	626583	 	 	6583	 	 	Hopper- Owned	 	[*]
	1968
	 	ACBL 1850	 	American Commercial Lines LLC	 	606600	 	 	6600	 	 	Hopper- Owned	 	[*]
	1969
	 	ACBL 1851	 	American Commercial Lines LLC	 	606601	 	 	6601	 	 	Hopper- Owned	 	[*]
	1970
	 	ACBL 1852	 	American Commercial Lines LLC	 	606602	 	 	6602	 	 	Hopper- Owned	 	[*]
	1971
	 	MSJ 16B	 	American Commercial Lines LLC	 	996602	 	 	6602	 	 	Hopper- Owned	 	[*]
	1972
	 	ACBL 1853	 	American Commercial Lines LLC	 	606603	 	 	6603	 	 	Hopper- Owned	 	[*]
	1973
	 	MSW 17B	 	American Commercial Lines LLC	 	996603	 	 	6603	 	 	Hopper- Owned	 	[*]
	1974
	 	ACBL 1854	 	American Commercial Lines LLC	 	606604	 	 	6604	 	 	Hopper- Owned	 	[*]
	1975
	 	ESN 18B	 	American Commercial Lines LLC	 	996604	 	 	6604	 	 	Hopper- Owned	 	[*]
	1976
	 	ACBL 1855	 	American Commercial Lines LLC	 	606605	 	 	6605	 	 	Hopper- Owned	 	[*]
	1977
	 	GAM 19B	 	American Commercial Lines LLC	 	996605	 	 	6605	 	 	Hopper- Owned	 	[*]
	1978
	 	ACBL 1856	 	American Commercial Lines LLC	 	606606	 	 	6606	 	 	Hopper- Owned	 	[*]
	1979
	 	GML 20B	 	American Commercial Lines LLC	 	996606	 	 	6606	 	 	Hopper- Owned	 	[*]
	1980
	 	ACBL 1857	 	American Commercial Lines LLC	 	606607	 	 	6607	 	 	Hopper- Owned	 	[*]
	1981
	 	REF 21B	 	American Commercial Lines LLC	 	996607	 	 	6607	 	 	Hopper- Owned	 	[*]
	1982
	 	ACBL 1858	 	American Commercial Lines LLC	 	606608	 	 	6608	 	 	Hopper- Owned	 	[*]
	1983
	 	TFM 22B	 	American Commercial Lines LLC	 	996608	 	 	6608	 	 	Hopper- Owned	 	[*]
	1984
	 	ACBL 1859	 	American Commercial Lines LLC	 	606609	 	 	6609	 	 	Hopper- Owned	 	[*]
	1985
	 	GOIU 23B	 	American Commercial Lines LLC	 	996609	 	 	6609	 	 	Hopper- Owned	 	[*]
	1986
	 	ACBL 3225	 	American Commercial Lines LLC	 	606610	 	 	6610	 	 	Hopper- Owned	 	[*]
	1987
	 	MOM 24B	 	American Commercial Lines LLC	 	996610	 	 	6610	 	 	Hopper- Owned	 	[*]
	1988
	 	ACBL 3226	 	American Commercial Lines LLC	 	606611	 	 	6611	 	 	Hopper- Owned	 	[*]
	1989
	 	EJM 25B	 	American Commercial Lines LLC	 	996611	 	 	6611	 	 	Hopper- Owned	 	[*]
	1990
	 	ACBL 3227	 	American Commercial Lines LLC	 	606612	 	 	6612	 	 	Hopper- Owned	 	[*]
	1991
	 	COB 26B	 	American Commercial Lines LLC	 	996612	 	 	6612	 	 	Hopper- Owned	 	[*]
	1992
	 	ACBL 3228	 	American Commercial Lines LLC	 	606613	 	 	6613	 	 	Hopper- Owned	 	[*]
	1993
	 	TJM 27B	 	American Commercial Lines LLC	 	996613	 	 	6613	 	 	Hopper- Owned	 	[*]
	1994
	 	ACBL 3229	 	American Commercial Lines LLC	 	606614	 	 	6614	 	 	Hopper- Owned	 	[*]
	1995
	 	BQS 28B	 	American Commercial Lines LLC	 	996614	 	 	6614	 	 	Hopper- Owned	 	[*]
	1996
	 	KEVIN FLOWERS	 	American Commercial Lines LLC	 	546614	 	 	6614	 	 	Boat	 	[*]
	1997
	 	ACBL 3230	 	American Commercial Lines LLC	 	606615	 	 	6615	 	 	Hopper- Owned	 	[*]
	1998
	 	GTFM 29B	 	American Commercial Lines LLC	 	996615	 	 	6615	 	 	Hopper- Owned	 	[*]







 




			
	[*]	 	The asterisk denotes that confidential portions of this Schedule have been omitted in reliance
on rule 24b-2 of the Securities Exchange Act of 1934. The confidential portions have been
submitted separately to the Securities and Exchange Commission.





 









 











Schedule 4.01(h)(1) Towboats Barges and other Vessels — Owned




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Official	 	Terminal	 	 	 	Appraised  Asset 
	Vessel	 	Vessel Name	 	ACL Business Unit	 	Number	 	Number	 	Vessel Type	 	Value
	1999
	 	ACBL 3231	 	American Commercial Lines LLC	 	606616	 	 	6616	 	 	Hopper- Owned	 	[*]
	2000
	 	ACBL 4239	 	American Commercial Lines LLC	 	616616	 	 	6616	 	 	Inactive in Use	 	[*]
	2001
	 	GTFM 30B	 	American Commercial Lines LLC	 	996616	 	 	6616	 	 	Hopper- Owned	 	[*]
	2002
	 	ACBL 3232	 	American Commercial Lines LLC	 	606617	 	 	6617	 	 	Hopper- Owned	 	[*]
	2003
	 	STFB 31B	 	American Commercial Lines LLC	 	996617	 	 	6617	 	 	Hopper- Owned	 	[*]
	2004
	 	STFB 32B	 	American Commercial Lines LLC	 	996618	 	 	6618	 	 	Hopper- Owned	 	[*]
	2005
	 	VLB 6708	 	American Commercial Lines LLC	 	506618	 	 	6618	 	 	Inactive in Use	 	[*]
	2006
	 	ACBL 3234	 	American Commercial Lines LLC	 	606619	 	 	6619	 	 	Hopper- Owned	 	[*]
	2007
	 	STFB 33B	 	American Commercial Lines LLC	 	996619	 	 	6619	 	 	Hopper- Owned	 	[*]
	2008
	 	STFB 34B	 	American Commercial Lines LLC	 	996620	 	 	6620	 	 	Hopper- Owned	 	[*]
	2009
	 	STFB 35B	 	American Commercial Lines LLC	 	996621	 	 	6621	 	 	Hopper- Owned	 	[*]
	2010
	 	RUSTY BARRILLEAUX	 	American Commercial Lines LLC	 	566622	 	 	6622	 	 	Boat	 	[*]
	2011
	 	STFB 36B	 	American Commercial Lines LLC	 	996622	 	 	6622	 	 	Hopper- Owned	 	[*]
	2012
	 	STFB 37B	 	American Commercial Lines LLC	 	996623	 	 	6623	 	 	Hopper- Owned	 	[*]
	2013
	 	STFB 38B	 	American Commercial Lines LLC	 	996624	 	 	6624	 	 	Hopper- Owned	 	[*]
	2014
	 	STFB 39B	 	American Commercial Lines LLC	 	996625	 	 	6625	 	 	Hopper- Owned	 	[*]
	2015
	 	STFB 40B	 	American Commercial Lines LLC	 	996626	 	 	6626	 	 	Hopper- Owned	 	[*]
	2016
	 	WASHINGTON	 	American Commercial Lines LLC	 	516632	 	 	6632	 	 	Boat	 	[*]
	2017
	 	TOM FRAZIER	 	American Commercial Lines LLC	 	606669	 	 	6669	 	 	Boat	 	[*]
	2018
	 	ACBL 1700	 	American Commercial Lines LLC	 	516682	 	 	6682	 	 	Hopper- Owned	 	[*]
	2019
	 	ACBL 1704	 	American Commercial Lines LLC	 	516686	 	 	6686	 	 	Hopper- Owned	 	[*]
	2020
	 	ACBL 1705	 	American Commercial Lines LLC	 	516687	 	 	6687	 	 	Inactive in Use	 	[*]
	2021
	 	ACBL 1707	 	American Commercial Lines LLC	 	516689	 	 	6689	 	 	Hopper- Owned	 	[*]
	2022
	 	ACBL 1710	 	American Commercial Lines LLC	 	516692	 	 	6692	 	 	Hopper- Owned	 	[*]
	2023
	 	DM 959	 	American Commercial Lines LLC	 	586739	 	 	6739	 	 	Jumbo	 	[*]
	2024
	 	DM 960	 	American Commercial Lines LLC	 	586740	 	 	6740	 	 	Jumbo	 	[*]
	2025
	 	DM 961	 	American Commercial Lines LLC	 	586741	 	 	6741	 	 	Inactive in Use	 	[*]
	2026
	 	DM 962	 	American Commercial Lines LLC	 	586742	 	 	6742	 	 	Jumbo	 	[*]
	2027
	 	DM 963	 	American Commercial Lines LLC	 	586743	 	 	6743	 	 	Jumbo	 	[*]
	2028
	 	SCC 803	 	American Commercial Lines LLC	 	526753	 	 	6753	 	 	Inactive in Use	 	[*]
	2029
	 	HINES 410	 	American Commercial Lines LLC	 	1036763	 	 	6763	 	 	Oversized	 	[*]
	2030
	 	HINES 412	 	American Commercial Lines LLC	 	1036764	 	 	6764	 	 	Oversized	 	[*]
	2031
	 	CHEM 180	 	American Commercial Lines LLC	 	1056836	 	 	6836	 	 	Jumbo	 	[*]
	2032
	 	DON FILE	 	American Commercial Lines LLC	 	556838	 	 	6838	 	 	Boat	 	[*]
	2033
	 	WAYNE P. LAGRANGE	 	American Commercial Lines LLC	 	626849	 	 	6849	 	 	Boat	 	[*]
	2034
	 	MARK G. ARON	 	American Commercial Lines LLC	 	646853	 	 	6853	 	 	Boat	 	[*]
	2035
	 	VL 7405	 	American Commercial Lines LLC	 	556882	 	 	6882	 	 	Inactive in Use	 	[*]
	2036
	 	CHEM 178	 	American Commercial Lines LLC	 	1056883	 	 	6883	 	 	Jumbo	 	[*]
	2037
	 	ACBL 4081	 	American Commercial Lines LLC	 	976895	 	 	6895	 	 	Inactive in Use	 	[*]
	2038
	 	ACBL 4083	 	American Commercial Lines LLC	 	976899	 	 	6899	 	 	Inactive in Use	 	[*]
	2039
	 	ACBL 4244	 	American Commercial Lines LLC	 	976901	 	 	6901	 	 	Inactive in Use	 	[*]
	2040
	 	HINES 401B	 	American Commercial Lines LLC	 	986937	 	 	6937	 	 	Oversized	 	[*]
	2041
	 	SHEILA JOHNSON	 	American Commercial Lines LLC	 	566984	 	 	6984	 	 	Boat	 	[*]
	2042
	 	N.M.S. No. 1406	 	American Commercial Lines LLC	 	517008	 	 	7008	 	 	Inactive in Use	 	[*]
	2043
	 	CHEM 1106 ex N.M.S. No. 1407	 	American Commercial Lines LLC	 	517010	 	 	7010	 	 	Jumbo	 	[*]
	2044
	 	CCT 198	 	American Commercial Lines LLC	 	627013	 	 	7013	 	 	Hopper- Owned	 	[*]
	2045
	 	CCT 199	 	American Commercial Lines LLC	 	627014	 	 	7014	 	 	Hopper- Owned	 	[*]
	2046
	 	CCT 266	 	American Commercial Lines LLC	 	627015	 	 	7015	 	 	Hopper- Owned	 	[*]
	2047
	 	CCT 267	 	American Commercial Lines LLC	 	627016	 	 	7016	 	 	Hopper- Owned	 	[*]
	2048
	 	SCC 804	 	American Commercial Lines LLC	 	527016	 	 	7016	 	 	Inactive in Use	 	[*]
	2049
	 	CCT 269	 	American Commercial Lines LLC	 	627018	 	 	7018	 	 	Inactive in Use	 	[*]
	2050
	 	CCT 270	 	American Commercial Lines LLC	 	627019	 	 	7019	 	 	Hopper- Owned	 	[*]
	2051
	 	CCT 271	 	American Commercial Lines LLC	 	627020	 	 	7020	 	 	Inactive in Use	 	[*]
	2052
	 	CCT 272	 	American Commercial Lines LLC	 	627021	 	 	7021	 	 	Hopper- Owned	 	[*]
	2053
	 	CCT 273	 	American Commercial Lines LLC	 	627022	 	 	7022	 	 	Hopper- Owned	 	[*]
	2054
	 	CCT 275	 	American Commercial Lines LLC	 	627024	 	 	7024	 	 	Hopper- Owned	 	[*]
	2055
	 	CCT 280	 	American Commercial Lines LLC	 	627029	 	 	7029	 	 	Hopper- Owned	 	[*]
	2056
	 	ACBL 1336	 	American Commercial Lines LLC	 	547030	 	 	7030	 	 	Inactive in Use	 	[*]
	2057
	 	ACBL 1337	 	American Commercial Lines LLC	 	547031	 	 	7031	 	 	Hopper- Owned	 	[*]
	2058
	 	ACBL 1339	 	American Commercial Lines LLC	 	547033	 	 	7033	 	 	Inactive in Use	 	[*]
	2059
	 	ACBL 1340	 	American Commercial Lines LLC	 	547034	 	 	7034	 	 	Inactive in Use	 	[*]
	2060
	 	ACBL 1343	 	American Commercial Lines LLC	 	547037	 	 	7037	 	 	Inactive in Use	 	[*]
	2061
	 	ACBL 1347	 	American Commercial Lines LLC	 	547041	 	 	7041	 	 	Inactive in Use	 	[*]
	2062
	 	ACBL 1352	 	American Commercial Lines LLC	 	547046	 	 	7046	 	 	Inactive in Use	 	[*]
	2063
	 	ACBL 1353	 	American Commercial Lines LLC	 	547047	 	 	7047	 	 	Inactive in Use	 	[*]
	2064
	 	ACBL 1355	 	American Commercial Lines LLC	 	547049	 	 	7049	 	 	Inactive in Use	 	[*]
	2065
	 	ACBL 2826	 	American Commercial Lines LLC	 	547053	 	 	7053	 	 	Inactive in Use	 	[*]
	2066
	 	ACBL 2829	 	American Commercial Lines LLC	 	547056	 	 	7056	 	 	Inactive in Use	 	[*]
	2067
	 	ACBL 2833	 	American Commercial Lines LLC	 	547060	 	 	7060	 	 	Inactive in Use	 	[*]
	2068
	 	ACBL 2836	 	American Commercial Lines LLC	 	547063	 	 	7063	 	 	Inactive in Use	 	[*]
	2069
	 	ACBL 2837	 	American Commercial Lines LLC	 	547064	 	 	7064	 	 	Hopper- Owned	 	[*]
	2070
	 	ACBL 2839	 	American Commercial Lines LLC	 	547066	 	 	7066	 	 	Inactive in Use	 	[*]
	2071
	 	ACBL 2840	 	American Commercial Lines LLC	 	547067	 	 	7067	 	 	Inactive in Use	 	[*]
	2072
	 	ACBL 2841	 	American Commercial Lines LLC	 	547068	 	 	7068	 	 	Inactive in Use	 	[*]
	2073
	 	ACBL 2842	 	American Commercial Lines LLC	 	547069	 	 	7069	 	 	Inactive in Use	 	[*]
	2074
	 	ACBL 2843	 	American Commercial Lines LLC	 	547070	 	 	7070	 	 	Inactive in Use	 	[*]







 




			
	[*]	 	The asterisk denotes that confidential portions of this Schedule have been omitted in reliance
on rule 24b-2 of the Securities Exchange Act of 1934. The confidential portions have been
submitted separately to the Securities and Exchange Commission.





 









 











Schedule 4.01(h)(1) Towboats Barges and other Vessels — Owned




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Official	 	Terminal	 	 	 	Appraised  Asset 
	Vessel	 	Vessel Name	 	ACL Business Unit	 	Number	 	Number	 	Vessel Type	 	Value
	2075
	 	W. T. TOUTANT	 	American Commercial Lines LLC	 	637070	 	 	7070	 	 	Boat	 	[*]
	2076
	 	SCNO 1328-B	 	American Commercial Lines LLC	 	597071	 	 	7071	 	 	Non-COI	 	[*]
	2077
	 	GCA 202B	 	American Commercial Lines LLC	 	577094	 	 	7094	 	 	Inactive in Use	 	[*]
	2078
	 	SANDRA NODURFT	 	American Commercial Lines LLC	 	287108	 	 	7108	 	 	Boat	 	[*]
	2079
	 	CHEM 1300  ex N.M.S. NO. 1903	 	American Commercial Lines LLC	 	567126	 	 	7126	 	 	Oversized	 	[*]
	2080
	 	CHEM 1301  ex N.M.S. NO. 1904	 	American Commercial Lines LLC	 	567127	 	 	7127	 	 	Oversized	 	[*]
	2081
	 	N.M.S. NO. 1905	 	American Commercial Lines LLC	 	567128	 	 	7128	 	 	Oversized	 	[*]
	2082
	 	N.M.S. NO. 1906	 	American Commercial Lines LLC	 	567129	 	 	7129	 	 	Oversized	 	[*]
	2083
	 	N.M.S. NO. 1951	 	American Commercial Lines LLC	 	567131	 	 	7131	 	 	Inactive in Use	 	[*]
	2084
	 	N.M.S. NO. 1953	 	American Commercial Lines LLC	 	567133	 	 	7133	 	 	Inactive in Use	 	[*]
	2085
	 	TTBL 4101	 	American Commercial Lines LLC	 	627179	 	 	7179	 	 	Hopper- Owned	 	[*]
	2086
	 	TTBL 4102	 	American Commercial Lines LLC	 	627180	 	 	7180	 	 	Hopper- Owned	 	[*]
	2087
	 	TTBL 4103	 	American Commercial Lines LLC	 	627181	 	 	7181	 	 	Hopper- Owned	 	[*]
	2088
	 	TTBL 4104	 	American Commercial Lines LLC	 	627182	 	 	7182	 	 	Hopper- Owned	 	[*]
	2089
	 	TTBL 4105	 	American Commercial Lines LLC	 	627183	 	 	7183	 	 	Hopper- Owned	 	[*]
	2090
	 	TTBL 4106	 	American Commercial Lines LLC	 	627184	 	 	7184	 	 	Hopper- Owned	 	[*]
	2091
	 	HJW 102	 	American Commercial Lines LLC	 	627202	 	 	7202	 	 	Hopper- Owned	 	[*]
	2092
	 	N.M.S. NO. 1477	 	American Commercial Lines LLC	 	597208	 	 	7208	 	 	Jumbo	 	[*]
	2093
	 	ACBL 1908	 	American Commercial Lines LLC	 	517228	 	 	7228	 	 	Inactive in Use	 	[*]
	2094
	 	N.M.S. NO. 1470	 	American Commercial Lines LLC	 	597232	 	 	7232	 	 	Jumbo	 	[*]
	2095
	 	LCD 4903	 	American Commercial Lines LLC	 	527233	 	 	7233	 	 	Oversized	 	[*]
	2096
	 	N.M.S. NO. 1471	 	American Commercial Lines LLC	 	597233	 	 	7233	 	 	Jumbo	 	[*]
	2097
	 	CHEM 1119  ex N.M.S. NO. 1472	 	American Commercial Lines LLC	 	597234	 	 	7234	 	 	Jumbo	 	[*]
	2098
	 	CHEM 1703 ex LCD 4904	 	American Commercial Lines LLC	 	527234	 	 	7234	 	 	Oversized	 	[*]
	2099
	 	N.M.S. NO. 1473	 	American Commercial Lines LLC	 	597235	 	 	7235	 	 	Inactive	 	[*]
	2100
	 	N.M.S. NO. 1474	 	American Commercial Lines LLC	 	597236	 	 	7236	 	 	Jumbo	 	[*]
	2101
	 	N.M.S. NO. 1475	 	American Commercial Lines LLC	 	597237	 	 	7237	 	 	Jumbo	 	[*]
	2102
	 	CHEM 013	 	American Commercial Lines LLC	 	297246	 	 	7246	 	 	Inactive in Use	 	[*]
	2103
	 	S.C. & N.O. 7203 B	 	American Commercial Lines LLC	 	537263	 	 	7263	 	 	Inactive in Use	 	[*]
	2104
	 	WILBUR MILLS	 	American Commercial Lines LLC	 	537294	 	 	7294	 	 	Boat	 	[*]
	2105
	 	ACBL 3240	 	American Commercial Lines LLC	 	677305	 	 	7305	 	 	Hopper- Owned	 	[*]
	2106
	 	ACBL 3241	 	American Commercial Lines LLC	 	677306	 	 	7306	 	 	Hopper- Owned	 	[*]
	2107
	 	ACBL 3242	 	American Commercial Lines LLC	 	677307	 	 	7307	 	 	Hopper- Owned	 	[*]
	2108
	 	ACBL 3243	 	American Commercial Lines LLC	 	677308	 	 	7308	 	 	Hopper- Owned	 	[*]
	2109
	 	ACBL 3244	 	American Commercial Lines LLC	 	677309	 	 	7309	 	 	Hopper- Owned	 	[*]
	2110
	 	ACBL 3245	 	American Commercial Lines LLC	 	677310	 	 	7310	 	 	Hopper- Owned	 	[*]
	2111
	 	ACBL 3246	 	American Commercial Lines LLC	 	677311	 	 	7311	 	 	Hopper- Owned	 	[*]
	2112
	 	ACBL 3248	 	American Commercial Lines LLC	 	677313	 	 	7313	 	 	Hopper- Owned	 	[*]
	2113
	 	ACBL 3249	 	American Commercial Lines LLC	 	677314	 	 	7314	 	 	Hopper- Owned	 	[*]
	2114
	 	ACBL 3250	 	American Commercial Lines LLC	 	677315	 	 	7315	 	 	Hopper- Owned	 	[*]
	2115
	 	ACBL 3253	 	American Commercial Lines LLC	 	677318	 	 	7318	 	 	Hopper- Owned	 	[*]
	2116
	 	ACBL 3254	 	American Commercial Lines LLC	 	677319	 	 	7319	 	 	Hopper- Owned	 	[*]
	2117
	 	CHEM 308	 	American Commercial Lines LLC	 	997338	 	 	7338	 	 	Oversized	 	[*]
	2118
	 	923	 	American Commercial Lines LLC	 	537358	 	 	7358	 	 	Inactive in Use	 	[*]
	2119
	 	924	 	American Commercial Lines LLC	 	537359	 	 	7359	 	 	Inactive in Use	 	[*]
	2120
	 	NL 171	 	American Commercial Lines LLC	 	627359	 	 	7359	 	 	Hopper- Owned	 	[*]
	2121
	 	925	 	American Commercial Lines LLC	 	537360	 	 	7360	 	 	Inactive in Use	 	[*]
	2122
	 	NL 172	 	American Commercial Lines LLC	 	627360	 	 	7360	 	 	Hopper- Owned	 	[*]
	2123
	 	926	 	American Commercial Lines LLC	 	537361	 	 	7361	 	 	Inactive in Use	 	[*]
	2124
	 	NL 173	 	American Commercial Lines LLC	 	627361	 	 	7361	 	 	Hopper- Owned	 	[*]
	2125
	 	SCNO 1327-B	 	American Commercial Lines LLC	 	587364	 	 	7364	 	 	Non-COI	 	[*]
	2126
	 	CHEM 86	 	American Commercial Lines LLC	 	507368	 	 	7368	 	 	Inactive in Use	 	[*]
	2127
	 	CHEM 87	 	American Commercial Lines LLC	 	507369	 	 	7369	 	 	Inactive in Use	 	[*]
	2128
	 	CHEM 88	 	American Commercial Lines LLC	 	507370	 	 	7370	 	 	Inactive in Use	 	[*]
	2129
	 	CHEM 89	 	American Commercial Lines LLC	 	507371	 	 	7371	 	 	Jumbo	 	[*]
	2130
	 	CHEM 209	 	American Commercial Lines LLC	 	507372	 	 	7372	 	 	Jumbo	 	[*]
	2131
	 	CHEM 210	 	American Commercial Lines LLC	 	507373	 	 	7373	 	 	Non-COI	 	[*]
	2132
	 	CHEM 211	 	American Commercial Lines LLC	 	507374	 	 	7374	 	 	Non-COI	 	[*]
	2133
	 	TED W. EWING	 	American Commercial Lines LLC	 	637374	 	 	7374	 	 	Boat	 	[*]
	2134
	 	CHEM 212	 	American Commercial Lines LLC	 	507375	 	 	7375	 	 	Non-COI	 	[*]
	2135
	 	SER 401 B	 	American Commercial Lines LLC	 	557382	 	 	7382	 	 	Hopper- Owned	 	[*]
	2136
	 	SER 402 B	 	American Commercial Lines LLC	 	557383	 	 	7383	 	 	Hopper- Owned	 	[*]
	2137
	 	SER 403 B	 	American Commercial Lines LLC	 	557384	 	 	7384	 	 	Hopper- Owned	 	[*]
	2138
	 	SER 404 B	 	American Commercial Lines LLC	 	557385	 	 	7385	 	 	Hopper- Owned	 	[*]
	2139
	 	SER 406 B	 	American Commercial Lines LLC	 	557387	 	 	7387	 	 	Hopper- Owned	 	[*]
	2140
	 	SER 407 B	 	American Commercial Lines LLC	 	557388	 	 	7388	 	 	Hopper- Owned	 	[*]
	2141
	 	SER 409 B	 	American Commercial Lines LLC	 	557390	 	 	7390	 	 	Hopper- Owned	 	[*]
	2142
	 	SER 410 B	 	American Commercial Lines LLC	 	557391	 	 	7391	 	 	Hopper- Owned	 	[*]
	2143
	 	SER 411 B	 	American Commercial Lines LLC	 	557392	 	 	7392	 	 	Hopper- Owned	 	[*]
	2144
	 	SER 412 B	 	American Commercial Lines LLC	 	557393	 	 	7393	 	 	Hopper- Owned	 	[*]
	2145
	 	SER 413 B	 	American Commercial Lines LLC	 	557394	 	 	7394	 	 	Hopper- Owned	 	[*]
	2146
	 	SER 414 B	 	American Commercial Lines LLC	 	557395	 	 	7395	 	 	Hopper- Owned	 	[*]
	2147
	 	SER 415 B	 	American Commercial Lines LLC	 	557396	 	 	7396	 	 	Hopper- Owned	 	[*]
	2148
	 	ACBL 1996	 	American Commercial Lines LLC	 	587398	 	 	7398	 	 	Hopper- Owned	 	[*]
	2149
	 	ACBL 6000	 	American Commercial Lines LLC	 	617398	 	 	7398	 	 	Hopper- Owned	 	[*]







 




			
	[*]	 	The asterisk denotes that confidential portions of this Schedule have been omitted in reliance
on rule 24b-2 of the Securities Exchange Act of 1934. The confidential portions have been
submitted separately to the Securities and Exchange Commission.





 









 











Schedule 4.01(h)(1) Towboats Barges and other Vessels — Owned




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Official	 	Terminal	 	 	 	Appraised  Asset 
	Vessel	 	Vessel Name	 	ACL Business Unit	 	Number	 	Number	 	Vessel Type	 	Value
	2150
	 	ACBL 1997	 	American Commercial Lines LLC	 	587399	 	 	7399	 	 	Hopper- Owned	 	[*]
	2151
	 	ACBL 6001	 	American Commercial Lines LLC	 	617399	 	 	7399	 	 	Hopper- Owned	 	[*]
	2152
	 	ACBL 6002	 	American Commercial Lines LLC	 	617400	 	 	7400	 	 	Hopper- Owned	 	[*]
	2153
	 	ACBL 6003	 	American Commercial Lines LLC	 	617401	 	 	7401	 	 	Hopper- Owned	 	[*]
	2154
	 	ACBL 2000	 	American Commercial Lines LLC	 	587402	 	 	7402	 	 	Hopper- Owned	 	[*]
	2155
	 	ACBL 6005	 	American Commercial Lines LLC	 	617403	 	 	7403	 	 	Hopper- Owned	 	[*]
	2156
	 	ACBL 6006	 	American Commercial Lines LLC	 	617404	 	 	7404	 	 	Hopper- Owned	 	[*]
	2157
	 	ACBL 6007	 	American Commercial Lines LLC	 	617405	 	 	7405	 	 	Hopper- Owned	 	[*]
	2158
	 	ACBL 6008	 	American Commercial Lines LLC	 	617406	 	 	7406	 	 	Hopper- Owned	 	[*]
	2159
	 	ACBL 6009	 	American Commercial Lines LLC	 	617407	 	 	7407	 	 	Hopper- Owned	 	[*]
	2160
	 	N.M.S. NO. 1455	 	American Commercial Lines LLC	 	577448	 	 	7448	 	 	Jumbo	 	[*]
	2161
	 	N.M.S. NO. 1456	 	American Commercial Lines LLC	 	577449	 	 	7449	 	 	Inactive in Use	 	[*]
	2162
	 	N.M.S. NO. 1457	 	American Commercial Lines LLC	 	577450	 	 	7450	 	 	Inactive in Use	 	[*]
	2163
	 	N.M.S. NO. 1458	 	American Commercial Lines LLC	 	577451	 	 	7451	 	 	Jumbo	 	[*]
	2164
	 	N.M.S. NO. 1459	 	American Commercial Lines LLC	 	577452	 	 	7452	 	 	Inactive	 	[*]
	2165
	 	N.M.S. NO. 1461	 	American Commercial Lines LLC	 	577454	 	 	7454	 	 	Jumbo	 	[*]
	2166
	 	N.M.S. NO. 1462	 	American Commercial Lines LLC	 	577455	 	 	7455	 	 	Inactive	 	[*]
	2167
	 	CHEM 1115  ex N.M.S. NO. 1463	 	American Commercial Lines LLC	 	577456	 	 	7456	 	 	Jumbo	 	[*]
	2168
	 	N.M.S. NO. 1464	 	American Commercial Lines LLC	 	577457	 	 	7457	 	 	Jumbo	 	[*]
	2169
	 	N.M.S. NO. 1465	 	American Commercial Lines LLC	 	577458	 	 	7458	 	 	Jumbo	 	[*]
	2170
	 	N.M.S. NO. 1466	 	American Commercial Lines LLC	 	577459	 	 	7459	 	 	Jumbo	 	[*]
	2171
	 	N.M.S. NO. 1467	 	American Commercial Lines LLC	 	577460	 	 	7460	 	 	Jumbo	 	[*]
	2172
	 	N.M.S. NO. 1469	 	American Commercial Lines LLC	 	577462	 	 	7462	 	 	Jumbo	 	[*]
	2173
	 	LENWARD STEPHENS	 	American Commercial Lines LLC	 	577475	 	 	7475	 	 	Boat	 	[*]
	2174
	 	ACBL 3155	 	American Commercial Lines LLC	 	637477	 	 	7477	 	 	Hopper- Owned	 	[*]
	2175
	 	ACBL 3156	 	American Commercial Lines LLC	 	637478	 	 	7478	 	 	Hopper- Owned	 	[*]
	2176
	 	ACBL 3157	 	American Commercial Lines LLC	 	637479	 	 	7479	 	 	Hopper- Owned	 	[*]
	2177
	 	ACBL 3158	 	American Commercial Lines LLC	 	637480	 	 	7480	 	 	Hopper- Owned	 	[*]
	2178
	 	ACBL 3159	 	American Commercial Lines LLC	 	637481	 	 	7481	 	 	Hopper- Owned	 	[*]
	2179
	 	ACBL 3160	 	American Commercial Lines LLC	 	637482	 	 	7482	 	 	Hopper- Owned	 	[*]
	2180
	 	ACBL 3161	 	American Commercial Lines LLC	 	637483	 	 	7483	 	 	Hopper- Owned	 	[*]
	2181
	 	ACBL 3162	 	American Commercial Lines LLC	 	637484	 	 	7484	 	 	Hopper- Owned	 	[*]
	2182
	 	ACBL 3163	 	American Commercial Lines LLC	 	637485	 	 	7485	 	 	Hopper- Owned	 	[*]
	2183
	 	ACBL 3164	 	American Commercial Lines LLC	 	637486	 	 	7486	 	 	Hopper- Owned	 	[*]
	2184
	 	ACBL 3165	 	American Commercial Lines LLC	 	637487	 	 	7487	 	 	Hopper- Owned	 	[*]
	2185
	 	SCC 805	 	American Commercial Lines LLC	 	527487	 	 	7487	 	 	Inactive in Use	 	[*]
	2186
	 	ACBL 3167	 	American Commercial Lines LLC	 	637489	 	 	7489	 	 	Hopper- Owned	 	[*]
	2187
	 	ACBL 3168	 	American Commercial Lines LLC	 	637490	 	 	7490	 	 	Hopper- Owned	 	[*]
	2188
	 	ACBL 3169	 	American Commercial Lines LLC	 	637491	 	 	7491	 	 	Hopper- Owned	 	[*]
	2189
	 	ACBL 4056	 	American Commercial Lines LLC	 	607522	 	 	7522	 	 	Hopper- Owned	 	[*]
	2190
	 	ACBL 4057	 	American Commercial Lines LLC	 	607523	 	 	7523	 	 	Inactive in Use	 	[*]
	2191
	 	S.C. & N.O. 1451	 	American Commercial Lines LLC	 	287539	 	 	7539	 	 	Inactive in Use	 	[*]
	2192
	 	S.C. & N.O. 1458	 	American Commercial Lines LLC	 	287546	 	 	7546	 	 	Inactive in Use	 	[*]
	2193
	 	VLB 9100	 	American Commercial Lines LLC	 	967549	 	 	7549	 	 	Hopper- Owned	 	[*]
	2194
	 	CHEM 1100 ex N.M.S. NO. 1424	 	American Commercial Lines LLC	 	627554	 	 	7554	 	 	Jumbo	 	[*]
	2195
	 	N.M.S. NO. 1425	 	American Commercial Lines LLC	 	627555	 	 	7555	 	 	Inactive in Use	 	[*]
	2196
	 	N.M.S. NO. 1426	 	American Commercial Lines LLC	 	627556	 	 	7556	 	 	Jumbo	 	[*]
	2197
	 	S.C. & N.O. 1413	 	American Commercial Lines LLC	 	277556	 	 	7556	 	 	Inactive in Use	 	[*]
	2198
	 	VLB 9107	 	American Commercial Lines LLC	 	967556	 	 	7556	 	 	Hopper- Owned	 	[*]
	2199
	 	N.M.S. NO. 1427	 	American Commercial Lines LLC	 	627557	 	 	7557	 	 	Jumbo	 	[*]
	2200
	 	VLB 9108	 	American Commercial Lines LLC	 	967557	 	 	7557	 	 	Hopper- Owned	 	[*]
	2201
	 	N.M.S. NO. 1428	 	American Commercial Lines LLC	 	627558	 	 	7558	 	 	Jumbo	 	[*]
	2202
	 	VLB 9109	 	American Commercial Lines LLC	 	967558	 	 	7558	 	 	Hopper- Owned	 	[*]
	2203
	 	N.M.S. NO. 1429	 	American Commercial Lines LLC	 	627559	 	 	7559	 	 	Jumbo	 	[*]
	2204
	 	VLB 9110	 	American Commercial Lines LLC	 	967559	 	 	7559	 	 	Hopper- Owned	 	[*]
	2205
	 	N.M.S. NO. 1430	 	American Commercial Lines LLC	 	627560	 	 	7560	 	 	Jumbo	 	[*]
	2206
	 	CHEM 1108 ex N.M.S. NO. 1431	 	American Commercial Lines LLC	 	627561	 	 	7561	 	 	Jumbo	 	[*]
	2207
	 	N.M.S. NO. 1432	 	American Commercial Lines LLC	 	627562	 	 	7562	 	 	Jumbo	 	[*]
	2208
	 	S.G. 202	 	American Commercial Lines LLC	 	587562	 	 	7562	 	 	Inactive	 	[*]
	2209
	 	N.M.S. NO. 1433	 	American Commercial Lines LLC	 	627563	 	 	7563	 	 	Jumbo	 	[*]
	2210
	 	N.M.S. NO. 1434	 	American Commercial Lines LLC	 	627564	 	 	7564	 	 	Jumbo	 	[*]
	2211
	 	S.G. 204	 	American Commercial Lines LLC	 	587564	 	 	7564	 	 	Hopper- Owned	 	[*]
	2212
	 	VLB 9115	 	American Commercial Lines LLC	 	967564	 	 	7564	 	 	Hopper- Owned	 	[*]
	2213
	 	N.M.S. NO. 1435	 	American Commercial Lines LLC	 	627565	 	 	7565	 	 	Jumbo	 	[*]
	2214
	 	VLB 9116	 	American Commercial Lines LLC	 	967565	 	 	7565	 	 	Hopper- Owned	 	[*]
	2215
	 	N.M.S. NO. 1436	 	American Commercial Lines LLC	 	627566	 	 	7566	 	 	Jumbo	 	[*]
	2216
	 	S.G. 206	 	American Commercial Lines LLC	 	587566	 	 	7566	 	 	Hopper- Owned	 	[*]
	2217
	 	VLB 9117	 	American Commercial Lines LLC	 	967566	 	 	7566	 	 	Hopper- Owned	 	[*]
	2218
	 	N.M.S. NO. 1437	 	American Commercial Lines LLC	 	627567	 	 	7567	 	 	Jumbo	 	[*]
	2219
	 	VLB 9118	 	American Commercial Lines LLC	 	967567	 	 	7567	 	 	Hopper- Owned	 	[*]
	2220
	 	N.M.S. NO. 1438	 	American Commercial Lines LLC	 	627568	 	 	7568	 	 	Jumbo	 	[*]
	2221
	 	CHEM 1112 ex N.M.S. NO. 1439	 	American Commercial Lines LLC	 	627569	 	 	7569	 	 	Jumbo	 	[*]
	2222
	 	VLB 9120	 	American Commercial Lines LLC	 	967569	 	 	7569	 	 	Hopper- Owned	 	[*]
	2223
	 	VLB 9121	 	American Commercial Lines LLC	 	967570	 	 	7570	 	 	Hopper- Owned	 	[*]







 




			
	[*]	 	The asterisk denotes that confidential portions of this Schedule have been omitted in reliance
on rule 24b-2 of the Securities Exchange Act of 1934. The confidential portions have been
submitted separately to the Securities and Exchange Commission.





 









 











Schedule 4.01(h)(1) Towboats Barges and other Vessels — Owned




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Official	 	Terminal	 	 	 	Appraised  Asset 
	Vessel	 	Vessel Name	 	ACL Business Unit	 	Number	 	Number	 	Vessel Type	 	Value
	2224
	 	S.G. 211	 	American Commercial Lines LLC	 	587571	 	 	7571	 	 	Inactive in Use	 	[*]
	2225
	 	VLB 9122	 	American Commercial Lines LLC	 	967571	 	 	7571	 	 	Hopper- Owned	 	[*]
	2226
	 	VLB 9123	 	American Commercial Lines LLC	 	967572	 	 	7572	 	 	Hopper- Owned	 	[*]
	2227
	 	VLB 9126	 	American Commercial Lines LLC	 	967575	 	 	7575	 	 	Hopper- Owned	 	[*]
	2228
	 	VLB 9127	 	American Commercial Lines LLC	 	967576	 	 	7576	 	 	Hopper- Owned	 	[*]
	2229
	 	VLB 9129	 	American Commercial Lines LLC	 	967578	 	 	7578	 	 	Hopper- Owned	 	[*]
	2230
	 	VLX 7651	 	American Commercial Lines LLC	 	567579	 	 	7579	 	 	Inactive in Use	 	[*]
	2231
	 	VLB 9131	 	American Commercial Lines LLC	 	967580	 	 	7580	 	 	Hopper- Owned	 	[*]
	2232
	 	VLX 7653	 	American Commercial Lines LLC	 	567581	 	 	7581	 	 	Inactive in Use	 	[*]
	2233
	 	VLB 9133	 	American Commercial Lines LLC	 	967582	 	 	7582	 	 	Hopper- Owned	 	[*]
	2234
	 	VLX 7654	 	American Commercial Lines LLC	 	567582	 	 	7582	 	 	Inactive in Use	 	[*]
	2235
	 	VLB 9134	 	American Commercial Lines LLC	 	967583	 	 	7583	 	 	Hopper- Owned	 	[*]
	2236
	 	VLX 7655	 	American Commercial Lines LLC	 	567583	 	 	7583	 	 	Inactive in Use	 	[*]
	2237
	 	ACBL 4151	 	American Commercial Lines LLC	 	597584	 	 	7584	 	 	Hopper- Owned	 	[*]
	2238
	 	VLB 9135	 	American Commercial Lines LLC	 	967584	 	 	7584	 	 	Hopper- Owned	 	[*]
	2239
	 	VLB 9136	 	American Commercial Lines LLC	 	967585	 	 	7585	 	 	Hopper- Owned	 	[*]
	2240
	 	VLX 7658	 	American Commercial Lines LLC	 	567586	 	 	7586	 	 	Inactive in Use	 	[*]
	2241
	 	VLX 7659	 	American Commercial Lines LLC	 	567587	 	 	7587	 	 	Inactive in Use	 	[*]
	2242
	 	VLB 9139	 	American Commercial Lines LLC	 	967588	 	 	7588	 	 	Hopper- Owned	 	[*]
	2243
	 	VLB 9140	 	American Commercial Lines LLC	 	967589	 	 	7589	 	 	Hopper- Owned	 	[*]
	2244
	 	VLX 7661	 	American Commercial Lines LLC	 	567589	 	 	7589	 	 	Inactive in Use	 	[*]
	2245
	 	VLB 9141	 	American Commercial Lines LLC	 	967590	 	 	7590	 	 	Hopper- Owned	 	[*]
	2246
	 	VLX 7662	 	American Commercial Lines LLC	 	567590	 	 	7590	 	 	Inactive in Use	 	[*]
	2247
	 	VLB 9143	 	American Commercial Lines LLC	 	967592	 	 	7592	 	 	Hopper- Owned	 	[*]
	2248
	 	VLB 9145	 	American Commercial Lines LLC	 	967594	 	 	7594	 	 	Hopper- Owned	 	[*]
	2249
	 	VLB 9147	 	American Commercial Lines LLC	 	967596	 	 	7596	 	 	Hopper- Owned	 	[*]
	2250
	 	VLB 9148	 	American Commercial Lines LLC	 	967597	 	 	7597	 	 	Hopper- Owned	 	[*]
	2251
	 	VLB 9149	 	American Commercial Lines LLC	 	967598	 	 	7598	 	 	Hopper- Owned	 	[*]
	2252
	 	VLX 7670	 	American Commercial Lines LLC	 	567598	 	 	7598	 	 	Inactive in Use	 	[*]
	2253
	 	VLB 9152	 	American Commercial Lines LLC	 	967601	 	 	7601	 	 	Hopper- Owned	 	[*]
	2254
	 	VLB 9153	 	American Commercial Lines LLC	 	967602	 	 	7602	 	 	Hopper- Owned	 	[*]
	2255
	 	VLB 9155	 	American Commercial Lines LLC	 	967604	 	 	7604	 	 	Hopper- Owned	 	[*]
	2256
	 	VLX 7676	 	American Commercial Lines LLC	 	567604	 	 	7604	 	 	Inactive in Use	 	[*]
	2257
	 	VLB 9156	 	American Commercial Lines LLC	 	967605	 	 	7605	 	 	Hopper- Owned	 	[*]
	2258
	 	VLX 7678	 	American Commercial Lines LLC	 	567606	 	 	7606	 	 	Inactive in Use	 	[*]
	2259
	 	VLX 7679	 	American Commercial Lines LLC	 	567607	 	 	7607	 	 	Inactive in Use	 	[*]
	2260
	 	VLX 7681	 	American Commercial Lines LLC	 	567609	 	 	7609	 	 	Inactive in Use	 	[*]
	2261
	 	VLB 9163	 	American Commercial Lines LLC	 	967612	 	 	7612	 	 	Hopper- Owned	 	[*]
	2262
	 	VLB 9164	 	American Commercial Lines LLC	 	967613	 	 	7613	 	 	Hopper- Owned	 	[*]
	2263
	 	VLB 9165	 	American Commercial Lines LLC	 	967614	 	 	7614	 	 	Hopper- Owned	 	[*]
	2264
	 	VLB 9166	 	American Commercial Lines LLC	 	967615	 	 	7615	 	 	Hopper- Owned	 	[*]
	2265
	 	VLX 7687	 	American Commercial Lines LLC	 	567615	 	 	7615	 	 	Inactive in Use	 	[*]
	2266
	 	VLB 9167	 	American Commercial Lines LLC	 	967616	 	 	7616	 	 	Hopper- Owned	 	[*]
	2267
	 	VLX 7688	 	American Commercial Lines LLC	 	567616	 	 	7616	 	 	Hopper- Owned	 	[*]
	2268
	 	VLB 9168	 	American Commercial Lines LLC	 	967617	 	 	7617	 	 	Hopper- Owned	 	[*]
	2269
	 	VLB 9169	 	American Commercial Lines LLC	 	967618	 	 	7618	 	 	Hopper- Owned	 	[*]
	2270
	 	VLX 7690	 	American Commercial Lines LLC	 	567618	 	 	7618	 	 	Inactive in Use	 	[*]
	2271
	 	VLB 9171	 	American Commercial Lines LLC	 	967620	 	 	7620	 	 	Hopper- Owned	 	[*]
	2272
	 	VLB 9172	 	American Commercial Lines LLC	 	967621	 	 	7621	 	 	Hopper- Owned	 	[*]
	2273
	 	VLB 9173	 	American Commercial Lines LLC	 	967622	 	 	7622	 	 	Hopper- Owned	 	[*]
	2274
	 	BRANDY MCKINNEY	 	American Commercial Lines LLC	 	607623	 	 	7623	 	 	Boat	 	[*]
	2275
	 	VLB 9174	 	American Commercial Lines LLC	 	967623	 	 	7623	 	 	Hopper- Owned	 	[*]
	2276
	 	VLX 7695	 	American Commercial Lines LLC	 	567623	 	 	7623	 	 	Inactive in Use	 	[*]
	2277
	 	VLB 9175	 	American Commercial Lines LLC	 	967624	 	 	7624	 	 	Hopper- Owned	 	[*]
	2278
	 	VLB 9176	 	American Commercial Lines LLC	 	967625	 	 	7625	 	 	Hopper- Owned	 	[*]
	2279
	 	VLX 7642	 	American Commercial Lines LLC	 	567625	 	 	7625	 	 	Inactive in Use	 	[*]
	2280
	 	VLB 9177	 	American Commercial Lines LLC	 	967626	 	 	7626	 	 	Hopper- Owned	 	[*]
	2281
	 	VLB 9179	 	American Commercial Lines LLC	 	967628	 	 	7628	 	 	Hopper- Owned	 	[*]
	2282
	 	VLB 9180	 	American Commercial Lines LLC	 	967629	 	 	7629	 	 	Hopper- Owned	 	[*]
	2283
	 	VLB 9182	 	American Commercial Lines LLC	 	967631	 	 	7631	 	 	Hopper- Owned	 	[*]
	2284
	 	VLB 9183	 	American Commercial Lines LLC	 	967632	 	 	7632	 	 	Hopper- Owned	 	[*]
	2285
	 	VLB 9185	 	American Commercial Lines LLC	 	967634	 	 	7634	 	 	Hopper- Owned	 	[*]
	2286
	 	VLB 9186	 	American Commercial Lines LLC	 	967635	 	 	7635	 	 	Hopper- Owned	 	[*]
	2287
	 	VLB 9188	 	American Commercial Lines LLC	 	967637	 	 	7637	 	 	Hopper- Owned	 	[*]
	2288
	 	CHEM 3205	 	American Commercial Lines LLC	 	1177638	 	 	7638	 	 	Tanker Oversize (30k bbl)	 	[*]
	2289
	 	CHEM 3206	 	American Commercial Lines LLC	 	1177639	 	 	7639	 	 	Tanker Oversize (30k bbl)	 	[*]
	2290
	 	VLB 9190	 	American Commercial Lines LLC	 	967639	 	 	7639	 	 	Hopper- Owned	 	[*]
	2291
	 	CHEM 283	 	American Commercial Lines LLC	 	1177640	 	 	7640	 	 	Tanker Box Jumbo (10k bbl)	 	[*]
	2292
	 	CHEM 284	 	American Commercial Lines LLC	 	1177641	 	 	7641	 	 	Tanker Box Jumbo (10k bbl)	 	[*]
	2293
	 	VLB 9192	 	American Commercial Lines LLC	 	967641	 	 	7641	 	 	Hopper- Owned	 	[*]
	2294
	 	CHEM 286	 	American Commercial Lines LLC	 	1177642	 	 	7642	 	 	Tanker Box Jumbo (10k bbl)	 	[*]
	2295
	 	VLB 9193	 	American Commercial Lines LLC	 	967642	 	 	7642	 	 	Hopper- Owned	 	[*]
	2296
	 	CHEM 288	 	American Commercial Lines LLC	 	1177643	 	 	7643	 	 	Tanker Box Jumbo (10k bbl)	 	[*]
	2297
	 	CHEM 290	 	American Commercial Lines LLC	 	1177644	 	 	7644	 	 	Tanker Box Jumbo (10k bbl)	 	[*]
	2298
	 	VLB 9195	 	American Commercial Lines LLC	 	967644	 	 	7644	 	 	Hopper- Owned	 	[*]
	2299
	 	CHEM 292	 	American Commercial Lines LLC	 	1177645	 	 	7645	 	 	Tanker Box Jumbo (10k bbl)	 	[*]
	2300
	 	VLB 9196	 	American Commercial Lines LLC	 	967645	 	 	7645	 	 	Hopper- Owned	 	[*]







 




			
	[*]	 	The asterisk denotes that confidential portions of this Schedule have been omitted in reliance
on rule 24b-2 of the Securities Exchange Act of 1934. The confidential portions have been
submitted separately to the Securities and Exchange Commission.





 









 











Schedule 4.01(h)(1) Towboats Barges and other Vessels — Owned




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Official	 	Terminal	 	 	 	Appraised  Asset 
	Vessel	 	Vessel Name	 	ACL Business Unit	 	Number	 	Number	 	Vessel Type	 	Value
	2301
	 	CHEM 294	 	American Commercial Lines LLC	 	1177646	 	 	7646	 	 	Tanker Box Jumbo (10k bbl)	 	[*]
	2302
	 	CHEM 296	 	American Commercial Lines LLC	 	1177647	 	 	7647	 	 	Tanker Box Jumbo (10k bbl)	 	[*]
	2303
	 	VLB 9198	 	American Commercial Lines LLC	 	967647	 	 	7647	 	 	Hopper- Owned	 	[*]
	2304
	 	CHEM 295	 	American Commercial Lines LLC	 	1177648	 	 	7648	 	 	Tanker Box Jumbo (10k bbl)	 	[*]
	2305
	 	ACBL 4137	 	American Commercial Lines LLC	 	637649	 	 	7649	 	 	Hopper- Owned	 	[*]
	2306
	 	CHEM 293	 	American Commercial Lines LLC	 	1177649	 	 	7649	 	 	Tanker Box Jumbo (10k bbl)	 	[*]
	2307
	 	CHEM 291	 	American Commercial Lines LLC	 	1177650	 	 	7650	 	 	Tanker Box Jumbo (10k bbl)	 	[*]
	2308
	 	CHEM 289	 	American Commercial Lines LLC	 	1177651	 	 	7651	 	 	Tanker Box Jumbo (10k bbl)	 	[*]
	2309
	 	CHEM 287	 	American Commercial Lines LLC	 	1177652	 	 	7652	 	 	Tanker Box Jumbo (10k bbl)	 	[*]
	2310
	 	CHEM 285	 	American Commercial Lines LLC	 	1177653	 	 	7653	 	 	Tanker Box Jumbo (10k bbl)	 	[*]
	2311
	 	SER 306	 	American Commercial Lines LLC	 	557657	 	 	7657	 	 	Hopper- Owned	 	[*]
	2312
	 	SER 307	 	American Commercial Lines LLC	 	557658	 	 	7658	 	 	Hopper- Owned	 	[*]
	2313
	 	S.C. & N.O. 1487	 	American Commercial Lines LLC	 	297659	 	 	7659	 	 	Inactive in Use	 	[*]
	2314
	 	SER 308	 	American Commercial Lines LLC	 	557659	 	 	7659	 	 	Hopper- Owned	 	[*]
	2315
	 	SER 309	 	American Commercial Lines LLC	 	557660	 	 	7660	 	 	Hopper- Owned	 	[*]
	2316
	 	ACBL 1987	 	American Commercial Lines LLC	 	577661	 	 	7661	 	 	Inactive in Use	 	[*]
	2317
	 	SER 310	 	American Commercial Lines LLC	 	557661	 	 	7661	 	 	Hopper- Owned	 	[*]
	2318
	 	S.C. & N.O. 1491	 	American Commercial Lines LLC	 	297663	 	 	7663	 	 	Inactive in Use	 	[*]
	2319
	 	SER 312	 	American Commercial Lines LLC	 	557663	 	 	7663	 	 	Hopper- Owned	 	[*]
	2320
	 	SER 314	 	American Commercial Lines LLC	 	557665	 	 	7665	 	 	Hopper- Owned	 	[*]
	2321
	 	SER 315	 	American Commercial Lines LLC	 	557666	 	 	7666	 	 	Hopper- Owned	 	[*]
	2322
	 	SER 416 B	 	American Commercial Lines LLC	 	557667	 	 	7667	 	 	Hopper- Owned	 	[*]
	2323
	 	ACBL 2967	 	American Commercial Lines LLC	 	577668	 	 	7668	 	 	Inactive in Use	 	[*]
	2324
	 	SER 417 B	 	American Commercial Lines LLC	 	557668	 	 	7668	 	 	Inactive in Use	 	[*]
	2325
	 	ACBL 3170	 	American Commercial Lines LLC	 	637669	 	 	7669	 	 	Hopper- Owned	 	[*]
	2326
	 	ACBL 3171	 	American Commercial Lines LLC	 	637670	 	 	7670	 	 	Hopper- Owned	 	[*]
	2327
	 	SER 419 B	 	American Commercial Lines LLC	 	557670	 	 	7670	 	 	Hopper- Owned	 	[*]
	2328
	 	ACBL 3172	 	American Commercial Lines LLC	 	637671	 	 	7671	 	 	Hopper- Owned	 	[*]
	2329
	 	SER 420 B	 	American Commercial Lines LLC	 	557671	 	 	7671	 	 	Hopper- Owned	 	[*]
	2330
	 	ACBL 2971	 	American Commercial Lines LLC	 	577672	 	 	7672	 	 	Hopper- Owned	 	[*]
	2331
	 	ACBL 3173	 	American Commercial Lines LLC	 	637672	 	 	7672	 	 	Hopper- Owned	 	[*]
	2332
	 	SER 421 B	 	American Commercial Lines LLC	 	557672	 	 	7672	 	 	Hopper- Owned	 	[*]
	2333
	 	ACBL 2972	 	American Commercial Lines LLC	 	577673	 	 	7673	 	 	Hopper- Owned	 	[*]
	2334
	 	ACBL 3174	 	American Commercial Lines LLC	 	637673	 	 	7673	 	 	Hopper- Owned	 	[*]
	2335
	 	SER 422 B	 	American Commercial Lines LLC	 	557673	 	 	7673	 	 	Hopper- Owned	 	[*]
	2336
	 	ACBL 3175	 	American Commercial Lines LLC	 	637674	 	 	7674	 	 	Hopper- Owned	 	[*]
	2337
	 	SER 423 B	 	American Commercial Lines LLC	 	557674	 	 	7674	 	 	Hopper- Owned	 	[*]
	2338
	 	ACBL 2974	 	American Commercial Lines LLC	 	577675	 	 	7675	 	 	Hopper- Owned	 	[*]
	2339
	 	ACBL 3176	 	American Commercial Lines LLC	 	637675	 	 	7675	 	 	Hopper- Owned	 	[*]
	2340
	 	SER 424 B	 	American Commercial Lines LLC	 	557675	 	 	7675	 	 	Hopper- Owned	 	[*]
	2341
	 	ACBL 3178	 	American Commercial Lines LLC	 	637677	 	 	7677	 	 	Hopper- Owned	 	[*]
	2342
	 	ACBL 2977	 	American Commercial Lines LLC	 	577678	 	 	7678	 	 	Hopper- Owned	 	[*]
	2343
	 	ACBL 3179	 	American Commercial Lines LLC	 	637678	 	 	7678	 	 	Hopper- Owned	 	[*]
	2344
	 	ACBL 3180	 	American Commercial Lines LLC	 	637679	 	 	7679	 	 	Hopper- Owned	 	[*]
	2345
	 	ACBL 3181	 	American Commercial Lines LLC	 	637680	 	 	7680	 	 	Hopper- Owned	 	[*]
	2346
	 	ACBL 3182	 	American Commercial Lines LLC	 	637681	 	 	7681	 	 	Hopper- Owned	 	[*]
	2347
	 	ACBL 3183	 	American Commercial Lines LLC	 	637682	 	 	7682	 	 	Hopper- Owned	 	[*]
	2348
	 	ACL 01131	 	American Commercial Lines LLC	 	1117682	 	 	7682	 	 	Fiberglass Lift Covers, Rake Hull	 	[*]
	2349
	 	ACBL 3184	 	American Commercial Lines LLC	 	637683	 	 	7683	 	 	Hopper- Owned	 	[*]
	2350
	 	ACL 01132	 	American Commercial Lines LLC	 	1117683	 	 	7683	 	 	Fiberglass Lift Covers, Rake Hull	 	[*]
	2351
	 	ACL 01133	 	American Commercial Lines LLC	 	1117684	 	 	7684	 	 	Fiberglass Lift Covers, Rake Hull	 	[*]
	2352
	 	ACL 01134	 	American Commercial Lines LLC	 	1117685	 	 	7685	 	 	Fiberglass Lift Covers, Rake Hull	 	[*]
	2353
	 	ACL 01135	 	American Commercial Lines LLC	 	1117686	 	 	7686	 	 	Fiberglass Lift Covers, Rake Hull	 	[*]
	2354
	 	ACL 01136	 	American Commercial Lines LLC	 	1117687	 	 	7687	 	 	Fiberglass Lift Covers, Rake Hull	 	[*]
	2355
	 	ACL 01137	 	American Commercial Lines LLC	 	1117688	 	 	7688	 	 	Fiberglass Lift Covers, Rake Hull	 	[*]
	2356
	 	ACL 01138	 	American Commercial Lines LLC	 	1117689	 	 	7689	 	 	Fiberglass Lift Covers, Rake Hull	 	[*]
	2357
	 	N.M.S. NO. 3106	 	American Commercial Lines LLC	 	617689	 	 	7689	 	 	Oversized	 	[*]
	2358
	 	ACL 01139	 	American Commercial Lines LLC	 	1117690	 	 	7690	 	 	Fiberglass Lift Covers, Rake Hull	 	[*]
	2359
	 	ACL 01140	 	American Commercial Lines LLC	 	1117691	 	 	7691	 	 	Fiberglass Lift Covers, Rake Hull	 	[*]
	2360
	 	ACL 01141	 	American Commercial Lines LLC	 	1117692	 	 	7692	 	 	Fiberglass Lift Covers, Rake Hull	 	[*]
	2361
	 	ACL 01142	 	American Commercial Lines LLC	 	1117693	 	 	7693	 	 	Fiberglass Lift Covers, Rake Hull	 	[*]
	2362
	 	ACL 01143	 	American Commercial Lines LLC	 	1117694	 	 	7694	 	 	Fiberglass Lift Covers, Rake Hull	 	[*]
	2363
	 	ACL 01144	 	American Commercial Lines LLC	 	1117695	 	 	7695	 	 	Fiberglass Lift Covers, Rake Hull	 	[*]
	2364
	 	ACL 01145	 	American Commercial Lines LLC	 	1117696	 	 	7696	 	 	Fiberglass Lift Covers, Rake Hull	 	[*]
	2365
	 	ACL 01146	 	American Commercial Lines LLC	 	1117697	 	 	7697	 	 	Fiberglass Lift Covers, Rake Hull	 	[*]
	2366
	 	ACL 01147	 	American Commercial Lines LLC	 	1117698	 	 	7698	 	 	Fiberglass Lift Covers, Rake Hull	 	[*]
	2367
	 	ROBERT A. KNOKE	 	American Commercial Lines LLC	 	567698	 	 	7698	 	 	Boat	 	[*]
	2368
	 	ACL 01148	 	American Commercial Lines LLC	 	1117699	 	 	7699	 	 	Fiberglass Lift Covers, Rake Hull	 	[*]
	2369
	 	ACL 01149	 	American Commercial Lines LLC	 	1117700	 	 	7700	 	 	Fiberglass Lift Covers, Rake Hull	 	[*]
	2370
	 	ACL 01150	 	American Commercial Lines LLC	 	1117701	 	 	7701	 	 	Fiberglass Lift Covers, Rake Hull	 	[*]
	2371
	 	ACL 01151	 	American Commercial Lines LLC	 	1117702	 	 	7702	 	 	Fiberglass Lift Covers, Rake Hull	 	[*]
	2372
	 	ACL 01152	 	American Commercial Lines LLC	 	1117703	 	 	7703	 	 	Fiberglass Lift Covers, Rake Hull	 	[*]
	2373
	 	ACL 01153	 	American Commercial Lines LLC	 	1117704	 	 	7704	 	 	Fiberglass Lift Covers, Rake Hull	 	[*]
	2374
	 	ACL 01154	 	American Commercial Lines LLC	 	1117705	 	 	7705	 	 	Fiberglass Lift Covers, Rake Hull	 	[*]
	2375
	 	ACL 01155	 	American Commercial Lines LLC	 	1117706	 	 	7706	 	 	Fiberglass Lift Covers, Rake Hull	 	[*]
	2376
	 	ACL 01156	 	American Commercial Lines LLC	 	1117707	 	 	7707	 	 	Fiberglass Lift Covers, Rake Hull	 	[*]
	2377
	 	ACL 01157	 	American Commercial Lines LLC	 	1117708	 	 	7708	 	 	Fiberglass Lift Covers, Rake Hull	 	[*]







 




			
	[*]	 	The asterisk denotes that confidential portions of this Schedule have been omitted in reliance
on rule 24b-2 of the Securities Exchange Act of 1934. The confidential portions have been
submitted separately to the Securities and Exchange Commission.





 









 











Schedule 4.01(h)(1) Towboats Barges and other Vessels — Owned




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Official	 	Terminal	 	 	 	Appraised  Asset 
	Vessel	 	Vessel Name	 	ACL Business Unit	 	Number	 	Number	 	Vessel Type	 	Value
	2378
	 	ACL 01158	 	American Commercial Lines LLC	 	1117709	 	 	7709	 	 	Fiberglass Lift Covers, Rake Hull	 	[*]
	2379
	 	ACL 01159	 	American Commercial Lines LLC	 	1117710	 	 	7710	 	 	Fiberglass Lift Covers, Rake Hull	 	[*]
	2380
	 	ACL 01160	 	American Commercial Lines LLC	 	1117711	 	 	7711	 	 	Fiberglass Lift Covers, Rake Hull	 	[*]
	2381
	 	ACL 01161	 	American Commercial Lines LLC	 	1117712	 	 	7712	 	 	Fiberglass Lift Covers, Rake Hull	 	[*]
	2382
	 	ACL 01162	 	American Commercial Lines LLC	 	1117713	 	 	7713	 	 	Fiberglass Lift Covers, Rake Hull	 	[*]
	2383
	 	PV 501 FLB	 	American Commercial Lines LLC	 	567729	 	 	7729	 	 	Hopper- Owned	 	[*]
	2384
	 	PV 504 FLB	 	American Commercial Lines LLC	 	567732	 	 	7732	 	 	Hopper- Owned	 	[*]
	2385
	 	PV 506 FLB	 	American Commercial Lines LLC	 	567734	 	 	7734	 	 	Hopper- Owned	 	[*]
	2386
	 	PV 507 FLB	 	American Commercial Lines LLC	 	567735	 	 	7735	 	 	Hopper- Owned	 	[*]
	2387
	 	PV 548 FLB	 	American Commercial Lines LLC	 	567736	 	 	7736	 	 	Hopper- Owned	 	[*]
	2388
	 	PV 549 FLB	 	American Commercial Lines LLC	 	567737	 	 	7737	 	 	Hopper- Owned	 	[*]
	2389
	 	PV 550 FLB	 	American Commercial Lines LLC	 	567738	 	 	7738	 	 	Hopper- Owned	 	[*]
	2390
	 	PV 5901 FL	 	American Commercial Lines LLC	 	567739	 	 	7739	 	 	Hopper- Owned	 	[*]
	2391
	 	PV 5904 FL	 	American Commercial Lines LLC	 	567742	 	 	7742	 	 	Inactive in Use	 	[*]
	2392
	 	PV 5907 FL	 	American Commercial Lines LLC	 	567745	 	 	7745	 	 	Hopper- Owned	 	[*]
	2393
	 	PV 5909 FL	 	American Commercial Lines LLC	 	567747	 	 	7747	 	 	Inactive in Use	 	[*]
	2394
	 	PV 5910 FL	 	American Commercial Lines LLC	 	567748	 	 	7748	 	 	Hopper- Owned	 	[*]
	2395
	 	PV 5911 FL	 	American Commercial Lines LLC	 	567749	 	 	7749	 	 	Hopper- Owned	 	[*]
	2396
	 	PV 5912 FL	 	American Commercial Lines LLC	 	567750	 	 	7750	 	 	Hopper- Owned	 	[*]
	2397
	 	PV 5913 FL	 	American Commercial Lines LLC	 	567751	 	 	7751	 	 	Hopper- Owned	 	[*]
	2398
	 	PV 5975 FL	 	American Commercial Lines LLC	 	567754	 	 	7754	 	 	Hopper- Owned	 	[*]
	2399
	 	PV 5978 FL	 	American Commercial Lines LLC	 	567757	 	 	7757	 	 	Hopper- Owned	 	[*]
	2400
	 	PV 5979 FL	 	American Commercial Lines LLC	 	567758	 	 	7758	 	 	Hopper- Owned	 	[*]
	2401
	 	PV 5980 FL	 	American Commercial Lines LLC	 	567759	 	 	7759	 	 	Hopper- Owned	 	[*]
	2402
	 	PV 5983 FL	 	American Commercial Lines LLC	 	567762	 	 	7762	 	 	Hopper- Owned	 	[*]
	2403
	 	PV 5984 FL	 	American Commercial Lines LLC	 	567763	 	 	7763	 	 	Hopper- Owned	 	[*]
	2404
	 	PV 5985 FL	 	American Commercial Lines LLC	 	567764	 	 	7764	 	 	Inactive	 	[*]
	2405
	 	PV 5987 FL	 	American Commercial Lines LLC	 	567766	 	 	7766	 	 	Hopper- Owned	 	[*]
	2406
	 	PV 5989 FL	 	American Commercial Lines LLC	 	567768	 	 	7768	 	 	Inactive in Use	 	[*]
	2407
	 	PV 5990 FL	 	American Commercial Lines LLC	 	567769	 	 	7769	 	 	Hopper- Owned	 	[*]
	2408
	 	PV 5991 FL	 	American Commercial Lines LLC	 	567770	 	 	7770	 	 	Hopper- Owned	 	[*]
	2409
	 	PV 5993 FL	 	American Commercial Lines LLC	 	567772	 	 	7772	 	 	Hopper- Owned	 	[*]
	2410
	 	PV 5994 FL	 	American Commercial Lines LLC	 	567773	 	 	7773	 	 	Inactive in Use	 	[*]
	2411
	 	PV 5996 FL	 	American Commercial Lines LLC	 	567775	 	 	7775	 	 	Hopper- Owned	 	[*]
	2412
	 	ACBL 6010	 	American Commercial Lines LLC	 	617777	 	 	7777	 	 	Hopper- Owned	 	[*]
	2413
	 	PV 5998 FL	 	American Commercial Lines LLC	 	567777	 	 	7777	 	 	Inactive in Use	 	[*]
	2414
	 	ACBL 6011	 	American Commercial Lines LLC	 	617778	 	 	7778	 	 	Hopper- Owned	 	[*]
	2415
	 	PV 5999 FL	 	American Commercial Lines LLC	 	567778	 	 	7778	 	 	Hopper- Owned	 	[*]
	2416
	 	ACBL 6012	 	American Commercial Lines LLC	 	617779	 	 	7779	 	 	Hopper- Owned	 	[*]
	2417
	 	ACBL 6013	 	American Commercial Lines LLC	 	617780	 	 	7780	 	 	Hopper- Owned	 	[*]
	2418
	 	ACBL 6014	 	American Commercial Lines LLC	 	617781	 	 	7781	 	 	Hopper- Owned	 	[*]
	2419
	 	ACBL 6015	 	American Commercial Lines LLC	 	617782	 	 	7782	 	 	Hopper- Owned	 	[*]
	2420
	 	ACBL 6016	 	American Commercial Lines LLC	 	617783	 	 	7783	 	 	Hopper- Owned	 	[*]
	2421
	 	CHEM 3204	 	American Commercial Lines LLC	 	1167802	 	 	7802	 	 	Tanker Oversize (30k bbl)	 	[*]
	2422
	 	CHEM 3203	 	American Commercial Lines LLC	 	1167803	 	 	7803	 	 	Tanker Oversize (30k bbl)	 	[*]
	2423
	 	ACBL 1712	 	American Commercial Lines LLC	 	517813	 	 	7813	 	 	Inactive in Use	 	[*]
	2424
	 	AL PANNIER	 	American Commercial Lines LLC	 	277814	 	 	7814	 	 	Inactive in Use	 	[*]
	2425
	 	ACBL 1719	 	American Commercial Lines LLC	 	517820	 	 	7820	 	 	Hopper- Owned	 	[*]
	2426
	 	ACBL 1720	 	American Commercial Lines LLC	 	517821	 	 	7821	 	 	Inactive in Use	 	[*]
	2427
	 	ACBL 1721	 	American Commercial Lines LLC	 	517822	 	 	7822	 	 	Hopper- Owned	 	[*]
	2428
	 	ACBL 2126	 	American Commercial Lines LLC	 	637823	 	 	7823	 	 	Inactive in Use	 	[*]
	2429
	 	ACBL 1724	 	American Commercial Lines LLC	 	517825	 	 	7825	 	 	Hopper- Owned	 	[*]
	2430
	 	ACBL 1725	 	American Commercial Lines LLC	 	517826	 	 	7826	 	 	Hopper- Owned	 	[*]
	2431
	 	ACBL 2130	 	American Commercial Lines LLC	 	637827	 	 	7827	 	 	Hopper- Owned	 	[*]
	2432
	 	ACBL 1727	 	American Commercial Lines LLC	 	517828	 	 	7828	 	 	Hopper- Owned	 	[*]
	2433
	 	ACBL 2131	 	American Commercial Lines LLC	 	637828	 	 	7828	 	 	Hopper- Owned	 	[*]
	2434
	 	ACBL 134	 	American Commercial Lines LLC	 	637830	 	 	7830	 	 	Hopper- Owned	 	[*]
	2435
	 	ACBL 135	 	American Commercial Lines LLC	 	637831	 	 	7831	 	 	Hopper- Owned	 	[*]
	2436
	 	ACBL 136	 	American Commercial Lines LLC	 	637832	 	 	7832	 	 	Hopper- Owned	 	[*]
	2437
	 	ACBL 1733	 	American Commercial Lines LLC	 	517834	 	 	7834	 	 	Hopper- Owned	 	[*]
	2438
	 	ACBL 139	 	American Commercial Lines LLC	 	637835	 	 	7835	 	 	Hopper- Owned	 	[*]
	2439
	 	ACBL 1734	 	American Commercial Lines LLC	 	517835	 	 	7835	 	 	Hopper- Owned	 	[*]
	2440
	 	ACBL 142	 	American Commercial Lines LLC	 	637838	 	 	7838	 	 	Hopper- Owned	 	[*]
	2441
	 	ML 512 B	 	American Commercial Lines LLC	 	597842	 	 	7842	 	 	Hopper- Owned	 	[*]
	2442
	 	ML 513 B	 	American Commercial Lines LLC	 	597843	 	 	7843	 	 	Inactive in Use	 	[*]
	2443
	 	ML 514 B	 	American Commercial Lines LLC	 	597844	 	 	7844	 	 	Hopper- Owned	 	[*]
	2444
	 	ML 515 B	 	American Commercial Lines LLC	 	597845	 	 	7845	 	 	Hopper- Owned	 	[*]
	2445
	 	ML 516 B	 	American Commercial Lines LLC	 	597846	 	 	7846	 	 	Hopper- Owned	 	[*]
	2446
	 	ML 521B	 	American Commercial Lines LLC	 	597851	 	 	7851	 	 	Hopper- Owned	 	[*]
	2447
	 	ML 522 B	 	American Commercial Lines LLC	 	597852	 	 	7852	 	 	Inactive in Use	 	[*]
	2448
	 	ML 528 B	 	American Commercial Lines LLC	 	597858	 	 	7858	 	 	Hopper- Owned	 	[*]
	2449
	 	ML 529 B	 	American Commercial Lines LLC	 	597859	 	 	7859	 	 	Hopper- Owned	 	[*]
	2450
	 	ML 530 B	 	American Commercial Lines LLC	 	597860	 	 	7860	 	 	Hopper- Owned	 	[*]
	2451
	 	SCC 806	 	American Commercial Lines LLC	 	527867	 	 	7867	 	 	Inactive in Use	 	[*]
	2452
	 	ML 605	 	American Commercial Lines LLC	 	597868	 	 	7868	 	 	Inactive in Use	 	[*]
	2453
	 	ACBL 4253	 	American Commercial Lines LLC	 	597874	 	 	7874	 	 	Hopper- Owned	 	[*]
	2454
	 	ML 613	 	American Commercial Lines LLC	 	597876	 	 	7876	 	 	Hopper- Owned	 	[*]







 




			
	[*]	 	The asterisk denotes that confidential portions of this Schedule have been omitted in reliance
on rule 24b-2 of the Securities Exchange Act of 1934. The confidential portions have been
submitted separately to the Securities and Exchange Commission.





 









 











Schedule 4.01(h)(1) Towboats Barges and other Vessels — Owned




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Official	 	Terminal	 	 	 	Appraised  Asset 
	Vessel	 	Vessel Name	 	ACL Business Unit	 	Number	 	Number	 	Vessel Type	 	Value
	2455
	 	ML 710 B	 	American Commercial Lines LLC	 	597890	 	 	7890	 	 	Hopper- Owned	 	[*]
	2456
	 	ACBL 1455	 	American Commercial Lines LLC	 	597891	 	 	7891	 	 	Hopper- Owned	 	[*]
	2457
	 	ML 712 B	 	American Commercial Lines LLC	 	597892	 	 	7892	 	 	Hopper- Owned	 	[*]
	2458
	 	ML 713 B	 	American Commercial Lines LLC	 	597893	 	 	7893	 	 	Hopper- Owned	 	[*]
	2459
	 	ML 714 B	 	American Commercial Lines LLC	 	597894	 	 	7894	 	 	Hopper- Owned	 	[*]
	2460
	 	ML 715 B	 	American Commercial Lines LLC	 	597895	 	 	7895	 	 	Hopper- Owned	 	[*]
	2461
	 	ML 717B	 	American Commercial Lines LLC	 	597897	 	 	7897	 	 	Hopper- Owned	 	[*]
	2462
	 	ML 802	 	American Commercial Lines LLC	 	597900	 	 	7900	 	 	Hopper- Owned	 	[*]
	2463
	 	ML 805	 	American Commercial Lines LLC	 	597903	 	 	7903	 	 	Hopper- Owned	 	[*]
	2464
	 	ML 806	 	American Commercial Lines LLC	 	597904	 	 	7904	 	 	Hopper- Owned	 	[*]
	2465
	 	ACBL 4332	 	American Commercial Lines LLC	 	627957	 	 	7957	 	 	Hopper- Owned	 	[*]
	2466
	 	CAJUN HUSTLER	 	American Commercial Lines LLC	 	527969	 	 	7969	 	 	Boat	 	[*]
	2467
	 	ACBL 4235	 	American Commercial Lines LLC	 	617997	 	 	7997	 	 	Hopper- Owned	 	[*]
	2468
	 	ACBL 4232	 	American Commercial Lines LLC	 	617998	 	 	7998	 	 	Hopper- Owned	 	[*]
	2469
	 	ACBL 4230	 	American Commercial Lines LLC	 	618001	 	 	8001	 	 	Hopper- Owned	 	[*]
	2470
	 	ACBL 4243	 	American Commercial Lines LLC	 	618002	 	 	8002	 	 	Hopper- Owned	 	[*]
	2471
	 	V  006 B	 	American Commercial Lines LLC	 	508021	 	 	8021	 	 	Inactive in Use	 	[*]
	2472
	 	V  012 B	 	American Commercial Lines LLC	 	508027	 	 	8027	 	 	Inactive in Use	 	[*]
	2473
	 	TTBL 4019	 	American Commercial Lines LLC	 	618031	 	 	8031	 	 	Hopper- Owned	 	[*]
	2474
	 	TTBL 4020	 	American Commercial Lines LLC	 	618032	 	 	8032	 	 	Hopper- Owned	 	[*]
	2475
	 	TTBL 4021	 	American Commercial Lines LLC	 	618033	 	 	8033	 	 	Hopper- Owned	 	[*]
	2476
	 	TTBL 4022	 	American Commercial Lines LLC	 	618034	 	 	8034	 	 	Hopper- Owned	 	[*]
	2477
	 	TTBL 4023	 	American Commercial Lines LLC	 	618035	 	 	8035	 	 	Hopper- Owned	 	[*]
	2478
	 	TTBL 4024	 	American Commercial Lines LLC	 	618036	 	 	8036	 	 	Hopper- Owned	 	[*]
	2479
	 	TTBL 4025	 	American Commercial Lines LLC	 	618037	 	 	8037	 	 	Hopper- Owned	 	[*]
	2480
	 	TTBL 4026	 	American Commercial Lines LLC	 	618038	 	 	8038	 	 	Hopper- Owned	 	[*]
	2481
	 	TTBL 4027	 	American Commercial Lines LLC	 	618039	 	 	8039	 	 	Hopper- Owned	 	[*]
	2482
	 	TTBL 4028	 	American Commercial Lines LLC	 	618040	 	 	8040	 	 	Hopper- Owned	 	[*]
	2483
	 	CAROL P	 	American Commercial Lines LLC	 	978046	 	 	8046	 	 	Boat	 	[*]
	2484
	 	CHEM 172	 	American Commercial Lines LLC	 	1038048	 	 	8048	 	 	Jumbo	 	[*]
	2485
	 	CHEM 240	 	American Commercial Lines LLC	 	958058	 	 	8058	 	 	Jumbo	 	[*]
	2486
	 	CHEM 241	 	American Commercial Lines LLC	 	958059	 	 	8059	 	 	Jumbo	 	[*]
	2487
	 	CHEM 242	 	American Commercial Lines LLC	 	958060	 	 	8060	 	 	Jumbo	 	[*]
	2488
	 	CHEM 243	 	American Commercial Lines LLC	 	958061	 	 	8061	 	 	Jumbo	 	[*]
	2489
	 	CHEM 244	 	American Commercial Lines LLC	 	958062	 	 	8062	 	 	Jumbo	 	[*]
	2490
	 	CHEM 245	 	American Commercial Lines LLC	 	958063	 	 	8063	 	 	Jumbo	 	[*]
	2491
	 	CHEM 246	 	American Commercial Lines LLC	 	958064	 	 	8064	 	 	Jumbo	 	[*]
	2492
	 	CHEM 247	 	American Commercial Lines LLC	 	958065	 	 	8065	 	 	Jumbo	 	[*]
	2493
	 	CHEM 248	 	American Commercial Lines LLC	 	958066	 	 	8066	 	 	Jumbo	 	[*]
	2494
	 	CHEM 249	 	American Commercial Lines LLC	 	958067	 	 	8067	 	 	Jumbo	 	[*]
	2495
	 	ACBL 1934	 	American Commercial Lines LLC	 	538094	 	 	8094	 	 	Inactive in Use	 	[*]
	2496
	 	ACBL 1937	 	American Commercial Lines LLC	 	538097	 	 	8097	 	 	Inactive in Use	 	[*]
	2497
	 	ACBL 4088	 	American Commercial Lines LLC	 	608098	 	 	8098	 	 	Hopper- Owned	 	[*]
	2498
	 	ACBL 4089	 	American Commercial Lines LLC	 	608099	 	 	8099	 	 	Hopper- Owned	 	[*]
	2499
	 	N.M.S. NO. 1400	 	American Commercial Lines LLC	 	538116	 	 	8116	 	 	Inactive in Use	 	[*]
	2500
	 	CHEM 79	 	American Commercial Lines LLC	 	298136	 	 	8136	 	 	Jumbo	 	[*]
	2501
	 	DM 2469	 	American Commercial Lines LLC	 	578138	 	 	8138	 	 	Inactive in Use	 	[*]
	2502
	 	CHEM 139	 	American Commercial Lines LLC	 	618139	 	 	8139	 	 	Jumbo	 	[*]
	2503
	 	J. RUSSELL FLOWERS	 	American Commercial Lines LLC	 	568139	 	 	8139	 	 	Boat	 	[*]
	2504
	 	CHEM 140	 	American Commercial Lines LLC	 	618140	 	 	8140	 	 	Jumbo	 	[*]
	2505
	 	ABC 805B	 	American Commercial Lines LLC	 	598149	 	 	8149	 	 	Hopper- Owned	 	[*]
	2506
	 	ABC 806B	 	American Commercial Lines LLC	 	598150	 	 	8150	 	 	Hopper- Owned	 	[*]
	2507
	 	BOB KOCH	 	American Commercial Lines LLC	 	598151	 	 	8151	 	 	Boat	 	[*]
	2508
	 	VL 81200	 	American Commercial Lines LLC	 	628159	 	 	8159	 	 	Hopper- Owned	 	[*]
	2509
	 	VL 81201	 	American Commercial Lines LLC	 	628160	 	 	8160	 	 	Hopper- Owned	 	[*]
	2510
	 	954	 	American Commercial Lines LLC	 	568162	 	 	8162	 	 	Jumbo	 	[*]
	2511
	 	VL 81203	 	American Commercial Lines LLC	 	628162	 	 	8162	 	 	Hopper- Owned	 	[*]
	2512
	 	955	 	American Commercial Lines LLC	 	568163	 	 	8163	 	 	Jumbo	 	[*]
	2513
	 	DM 2494	 	American Commercial Lines LLC	 	578163	 	 	8163	 	 	Inactive in Use	 	[*]
	2514
	 	VL 81204	 	American Commercial Lines LLC	 	628163	 	 	8163	 	 	Hopper- Owned	 	[*]
	2515
	 	956	 	American Commercial Lines LLC	 	568164	 	 	8164	 	 	Jumbo	 	[*]
	2516
	 	VL 81205	 	American Commercial Lines LLC	 	628164	 	 	8164	 	 	Hopper- Owned	 	[*]
	2517
	 	SCNO 1304	 	American Commercial Lines LLC	 	298165	 	 	8165	 	 	Inactive in Use	 	[*]
	2518
	 	VL 81206	 	American Commercial Lines LLC	 	628165	 	 	8165	 	 	Hopper- Owned	 	[*]
	2519
	 	VL 81207	 	American Commercial Lines LLC	 	628166	 	 	8166	 	 	Hopper- Owned	 	[*]
	2520
	 	VL 81208	 	American Commercial Lines LLC	 	628167	 	 	8167	 	 	Hopper- Owned	 	[*]
	2521
	 	VL 81209	 	American Commercial Lines LLC	 	628168	 	 	8168	 	 	Hopper- Owned	 	[*]
	2522
	 	VL 81210	 	American Commercial Lines LLC	 	628169	 	 	8169	 	 	Hopper- Owned	 	[*]
	2523
	 	VL 81211	 	American Commercial Lines LLC	 	628170	 	 	8170	 	 	Hopper- Owned	 	[*]
	2524
	 	VL 81212	 	American Commercial Lines LLC	 	628171	 	 	8171	 	 	Hopper- Owned	 	[*]
	2525
	 	VL 81213	 	American Commercial Lines LLC	 	628172	 	 	8172	 	 	Hopper- Owned	 	[*]
	2526
	 	VL 81214	 	American Commercial Lines LLC	 	628173	 	 	8173	 	 	Hopper- Owned	 	[*]
	2527
	 	VL 81215	 	American Commercial Lines LLC	 	628174	 	 	8174	 	 	Hopper- Owned	 	[*]
	2528
	 	HINES 422	 	American Commercial Lines LLC	 	568175	 	 	8175	 	 	Oversized	 	[*]
	2529
	 	VL 81216	 	American Commercial Lines LLC	 	628175	 	 	8175	 	 	Hopper- Owned	 	[*]
	2530
	 	HINES 424	 	American Commercial Lines LLC	 	568176	 	 	8176	 	 	Oversized	 	[*]
	2531
	 	VL 81217	 	American Commercial Lines LLC	 	628176	 	 	8176	 	 	Hopper- Owned	 	[*]







 




			
	[*]	 	The asterisk denotes that confidential portions of this Schedule have been omitted in reliance
on rule 24b-2 of the Securities Exchange Act of 1934. The confidential portions have been
submitted separately to the Securities and Exchange Commission.





 









 











Schedule 4.01(h)(1) Towboats Barges and other Vessels — Owned




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Official	 	Terminal	 	 	 	Appraised  Asset 
	Vessel	 	Vessel Name	 	ACL Business Unit	 	Number	 	Number	 	Vessel Type	 	Value
	2532
	 	VL 81219	 	American Commercial Lines LLC	 	628178	 	 	8178	 	 	Hopper- Owned	 	[*]
	2533
	 	VL 81220	 	American Commercial Lines LLC	 	628179	 	 	8179	 	 	Hopper- Owned	 	[*]
	2534
	 	VL 81221	 	American Commercial Lines LLC	 	628180	 	 	8180	 	 	Hopper- Owned	 	[*]
	2535
	 	VL 81222	 	American Commercial Lines LLC	 	628181	 	 	8181	 	 	Hopper- Owned	 	[*]
	2536
	 	VL 81223	 	American Commercial Lines LLC	 	628182	 	 	8182	 	 	Hopper- Owned	 	[*]
	2537
	 	VL 81224	 	American Commercial Lines LLC	 	628183	 	 	8183	 	 	Hopper- Owned	 	[*]
	2538
	 	VL 81225	 	American Commercial Lines LLC	 	628184	 	 	8184	 	 	Hopper- Owned	 	[*]
	2539
	 	VL 81226	 	American Commercial Lines LLC	 	628185	 	 	8185	 	 	Hopper- Owned	 	[*]
	2540
	 	VL 81227	 	American Commercial Lines LLC	 	628186	 	 	8186	 	 	Hopper- Owned	 	[*]
	2541
	 	VL 81228	 	American Commercial Lines LLC	 	628187	 	 	8187	 	 	Hopper- Owned	 	[*]
	2542
	 	VL 81229	 	American Commercial Lines LLC	 	628188	 	 	8188	 	 	Hopper- Owned	 	[*]
	2543
	 	VL 81230	 	American Commercial Lines LLC	 	628189	 	 	8189	 	 	Hopper- Owned	 	[*]
	2544
	 	VL 81231	 	American Commercial Lines LLC	 	628190	 	 	8190	 	 	Inactive in Use	 	[*]
	2545
	 	VL 81232	 	American Commercial Lines LLC	 	628191	 	 	8191	 	 	Hopper- Owned	 	[*]
	2546
	 	VL 81233	 	American Commercial Lines LLC	 	628192	 	 	8192	 	 	Hopper- Owned	 	[*]
	2547
	 	VL 81234	 	American Commercial Lines LLC	 	628193	 	 	8193	 	 	Hopper- Owned	 	[*]
	2548
	 	VL 81235	 	American Commercial Lines LLC	 	628194	 	 	8194	 	 	Hopper- Owned	 	[*]
	2549
	 	VL 81236	 	American Commercial Lines LLC	 	628195	 	 	8195	 	 	Hopper- Owned	 	[*]
	2550
	 	ACBL 4402	 	American Commercial Lines LLC	 	578196	 	 	8196	 	 	Inactive in Use	 	[*]
	2551
	 	VL 81237	 	American Commercial Lines LLC	 	628196	 	 	8196	 	 	Hopper- Owned	 	[*]
	2552
	 	VL 81238	 	American Commercial Lines LLC	 	628197	 	 	8197	 	 	Hopper- Owned	 	[*]
	2553
	 	VL 81239	 	American Commercial Lines LLC	 	628198	 	 	8198	 	 	Hopper- Owned	 	[*]
	2554
	 	ACBL 1457	 	American Commercial Lines LLC	 	578199	 	 	8199	 	 	Inactive in Use	 	[*]
	2555
	 	VL 81240	 	American Commercial Lines LLC	 	628199	 	 	8199	 	 	Hopper- Owned	 	[*]
	2556
	 	VL 81241	 	American Commercial Lines LLC	 	628200	 	 	8200	 	 	Inactive in Use	 	[*]
	2557
	 	VL 81243	 	American Commercial Lines LLC	 	628202	 	 	8202	 	 	Hopper- Owned	 	[*]
	2558
	 	VL 81244	 	American Commercial Lines LLC	 	628203	 	 	8203	 	 	Hopper- Owned	 	[*]
	2559
	 	LEXINGTON	 	American Commercial Lines LLC	 	508204	 	 	8204	 	 	Boat	 	[*]
	2560
	 	VL 81245	 	American Commercial Lines LLC	 	628204	 	 	8204	 	 	Hopper- Owned	 	[*]
	2561
	 	VL 81246	 	American Commercial Lines LLC	 	628205	 	 	8205	 	 	Hopper- Owned	 	[*]
	2562
	 	VL 81247	 	American Commercial Lines LLC	 	628206	 	 	8206	 	 	Hopper- Owned	 	[*]
	2563
	 	VL 81248	 	American Commercial Lines LLC	 	628207	 	 	8207	 	 	Hopper- Owned	 	[*]
	2564
	 	VL 81250	 	American Commercial Lines LLC	 	628209	 	 	8209	 	 	Hopper- Owned	 	[*]
	2565
	 	VL 81251	 	American Commercial Lines LLC	 	628210	 	 	8210	 	 	Hopper- Owned	 	[*]
	2566
	 	VL 81252	 	American Commercial Lines LLC	 	628211	 	 	8211	 	 	Hopper- Owned	 	[*]
	2567
	 	VL 81253	 	American Commercial Lines LLC	 	628212	 	 	8212	 	 	Hopper- Owned	 	[*]
	2568
	 	VL 81254	 	American Commercial Lines LLC	 	628213	 	 	8213	 	 	Hopper- Owned	 	[*]
	2569
	 	VL 81255	 	American Commercial Lines LLC	 	628214	 	 	8214	 	 	Hopper- Owned	 	[*]
	2570
	 	VL 81256	 	American Commercial Lines LLC	 	628215	 	 	8215	 	 	Hopper- Owned	 	[*]
	2571
	 	VL 81258	 	American Commercial Lines LLC	 	628217	 	 	8217	 	 	Hopper- Owned	 	[*]
	2572
	 	VL 81259	 	American Commercial Lines LLC	 	628218	 	 	8218	 	 	Hopper- Owned	 	[*]
	2573
	 	VL 81260	 	American Commercial Lines LLC	 	628219	 	 	8219	 	 	Hopper- Owned	 	[*]
	2574
	 	VL 81261	 	American Commercial Lines LLC	 	628220	 	 	8220	 	 	Hopper- Owned	 	[*]
	2575
	 	VL 81262	 	American Commercial Lines LLC	 	628221	 	 	8221	 	 	Hopper- Owned	 	[*]
	2576
	 	VL 81263	 	American Commercial Lines LLC	 	628222	 	 	8222	 	 	Hopper- Owned	 	[*]
	2577
	 	VL 81264	 	American Commercial Lines LLC	 	628223	 	 	8223	 	 	Hopper- Owned	 	[*]
	2578
	 	VL 81265	 	American Commercial Lines LLC	 	628224	 	 	8224	 	 	Hopper- Owned	 	[*]
	2579
	 	VL 81266	 	American Commercial Lines LLC	 	628225	 	 	8225	 	 	Hopper- Owned	 	[*]
	2580
	 	VL 81267	 	American Commercial Lines LLC	 	628226	 	 	8226	 	 	Hopper- Owned	 	[*]
	2581
	 	VL 81268	 	American Commercial Lines LLC	 	628227	 	 	8227	 	 	Hopper- Owned	 	[*]
	2582
	 	VL 81269	 	American Commercial Lines LLC	 	628228	 	 	8228	 	 	Hopper- Owned	 	[*]
	2583
	 	VL 81270	 	American Commercial Lines LLC	 	628229	 	 	8229	 	 	Hopper- Owned	 	[*]
	2584
	 	VL 7534	 	American Commercial Lines LLC	 	568230	 	 	8230	 	 	Inactive in Use	 	[*]
	2585
	 	VL 81271	 	American Commercial Lines LLC	 	628230	 	 	8230	 	 	Hopper- Owned	 	[*]
	2586
	 	VL 81272	 	American Commercial Lines LLC	 	628231	 	 	8231	 	 	Hopper- Owned	 	[*]
	2587
	 	ACBL 2750	 	American Commercial Lines LLC	 	528232	 	 	8232	 	 	Inactive in Use	 	[*]
	2588
	 	VL 81273	 	American Commercial Lines LLC	 	628232	 	 	8232	 	 	Hopper- Owned	 	[*]
	2589
	 	VL 81274	 	American Commercial Lines LLC	 	628233	 	 	8233	 	 	Hopper- Owned	 	[*]
	2590
	 	VL 81275	 	American Commercial Lines LLC	 	628234	 	 	8234	 	 	Hopper- Owned	 	[*]
	2591
	 	VL 81276	 	American Commercial Lines LLC	 	628235	 	 	8235	 	 	Hopper- Owned	 	[*]
	2592
	 	VL 81277	 	American Commercial Lines LLC	 	628236	 	 	8236	 	 	Hopper- Owned	 	[*]
	2593
	 	VL 81278	 	American Commercial Lines LLC	 	628237	 	 	8237	 	 	Hopper- Owned	 	[*]
	2594
	 	VL 81279	 	American Commercial Lines LLC	 	628238	 	 	8238	 	 	Hopper- Owned	 	[*]
	2595
	 	N.M.S. NO. 1401	 	American Commercial Lines LLC	 	538258	 	 	8258	 	 	Jumbo	 	[*]
	2596
	 	BATON ROUGE	 	American Commercial Lines LLC	 	578268	 	 	8268	 	 	Boat	 	[*]
	2597
	 	N.M.S. NO. 1488	 	American Commercial Lines LLC	 	618274	 	 	8274	 	 	Jumbo	 	[*]
	2598
	 	N.M.S. NO. 1489	 	American Commercial Lines LLC	 	618275	 	 	8275	 	 	Non-COI	 	[*]
	2599
	 	N.M.S. NO. 1490	 	American Commercial Lines LLC	 	618276	 	 	8276	 	 	Inactive in Use	 	[*]
	2600
	 	N.M.S. NO. 1491	 	American Commercial Lines LLC	 	618277	 	 	8277	 	 	Jumbo	 	[*]
	2601
	 	N.M.S. NO. 1492	 	American Commercial Lines LLC	 	618278	 	 	8278	 	 	Inactive in Use	 	[*]
	2602
	 	N.M.S. NO. 1493	 	American Commercial Lines LLC	 	618279	 	 	8279	 	 	Jumbo	 	[*]
	2603
	 	N.M.S. NO. 1494	 	American Commercial Lines LLC	 	618280	 	 	8280	 	 	Jumbo	 	[*]
	2604
	 	CHEM 1125	 	American Commercial Lines LLC	 	618281	 	 	8281	 	 	Jumbo	 	[*]
	2605
	 	VLB 7252	 	American Commercial Lines LLC	 	538282	 	 	8282	 	 	Hopper- Owned	 	[*]
	2606
	 	VLB 7259	 	American Commercial Lines LLC	 	538289	 	 	8289	 	 	Hopper- Owned	 	[*]
	2607
	 	CHEM 173	 	American Commercial Lines LLC	 	1038301	 	 	8301	 	 	Jumbo	 	[*]
	2608
	 	HINES 446	 	American Commercial Lines LLC	 	1048302	 	 	8302	 	 	Oversized	 	[*]







 




			
	[*]	 	The asterisk denotes that confidential portions of this Schedule have been omitted in reliance
on rule 24b-2 of the Securities Exchange Act of 1934. The confidential portions have been
submitted separately to the Securities and Exchange Commission.





 









 










Schedule 4.01(h)(1) Towboats Barges and other Vessels — Owned





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Official	 	Terminal	 	 	 	Appraised  Asset 
	Vessel	 	Vessel Name	 	ACL Business Unit	 	Number	 	Number	 	Vessel Type	 	Value
	2609
	 	SCNO 1313	 	American Commercial Lines LLC	 	508303	 	 	8303	 	 	Inactive in Use	 	[*]
	2610
	 	SCNO 1314	 	American Commercial Lines LLC	 	508304	 	 	8304	 	 	Jumbo	 	[*]
	2611
	 	VLB 7278	 	American Commercial Lines LLC	 	538308	 	 	8308	 	 	Inactive in Use	 	[*]
	2612
	 	VLB 7279	 	American Commercial Lines LLC	 	538309	 	 	8309	 	 	Inactive in Use	 	[*]
	2613
	 	ACBL 2004	 	American Commercial Lines LLC	 	588324	 	 	8324	 	 	Inactive in Use	 	[*]
	2614
	 	ACBL 2010	 	American Commercial Lines LLC	 	588330	 	 	8330	 	 	Hopper- Owned	 	[*]
	2615
	 	ACBL 2011	 	American Commercial Lines LLC	 	588331	 	 	8331	 	 	Hopper- Owned	 	[*]
	2616
	 	ACBL 2016	 	American Commercial Lines LLC	 	588336	 	 	8336	 	 	Hopper- Owned	 	[*]
	2617
	 	ACBL 2017	 	American Commercial Lines LLC	 	588337	 	 	8337	 	 	Inactive in Use	 	[*]
	2618
	 	ACBL 2018	 	American Commercial Lines LLC	 	588338	 	 	8338	 	 	Hopper- Owned	 	[*]
	2619
	 	ACBL 2019	 	American Commercial Lines LLC	 	588339	 	 	8339	 	 	Hopper- Owned	 	[*]
	2620
	 	ACBL 2020	 	American Commercial Lines LLC	 	588340	 	 	8340	 	 	Hopper- Owned	 	[*]
	2621
	 	ACBL 2021	 	American Commercial Lines LLC	 	588341	 	 	8341	 	 	Inactive in Use	 	[*]
	2622
	 	ACBL 2022	 	American Commercial Lines LLC	 	588342	 	 	8342	 	 	Inactive in Use	 	[*]
	2623
	 	ACBL 2023	 	American Commercial Lines LLC	 	588343	 	 	8343	 	 	Inactive in Use	 	[*]
	2624
	 	ACBL 2027	 	American Commercial Lines LLC	 	588347	 	 	8347	 	 	Inactive in Use	 	[*]
	2625
	 	CLYDE BUTCHER	 	American Commercial Lines LLC	 	298357	 	 	8357	 	 	Boat	 	[*]
	2626
	 	ACBL 4349	 	American Commercial Lines LLC	 	628359	 	 	8359	 	 	Hopper- Owned	 	[*]
	2627
	 	K 312B	 	American Commercial Lines LLC	 	588377	 	 	8377	 	 	Inactive in Use	 	[*]
	2628
	 	K 316B	 	American Commercial Lines LLC	 	588381	 	 	8381	 	 	Hopper- Owned	 	[*]
	2629
	 	K 403	 	American Commercial Lines LLC	 	588384	 	 	8384	 	 	Inactive in Use	 	[*]
	2630
	 	R. W. NAYE	 	American Commercial Lines LLC	 	518412	 	 	8412	 	 	Boat	 	[*]
	2631
	 	JOE BOBZIEN	 	American Commercial Lines LLC	 	588466	 	 	8466	 	 	Boat	 	[*]
	2632
	 	ACBL 4135	 	American Commercial Lines LLC	 	648467	 	 	8467	 	 	Hopper- Owned	 	[*]
	2633
	 	HINES 421B	 	American Commercial Lines LLC	 	958493	 	 	8493	 	 	Oversized	 	[*]
	2634
	 	VL 7516	 	American Commercial Lines LLC	 	568507	 	 	8507	 	 	Hopper- Owned	 	[*]
	2635
	 	VL 7517	 	American Commercial Lines LLC	 	568508	 	 	8508	 	 	Hopper- Owned	 	[*]
	2636
	 	NOMA0248	 	American Commercial Lines LLC	 	618589	 	 	8589	 	 	Hopper- Owned	 	[*]
	2637
	 	D. D. #10	 	American Commercial Lines LLC	 	568604	 	 	8604	 	 	Inactive in Use	 	[*]
	2638
	 	CHEM 1704 ex LCD 4905	 	American Commercial Lines LLC	 	528605	 	 	8605	 	 	Oversized	 	[*]
	2639
	 	LCD 4906	 	American Commercial Lines LLC	 	528606	 	 	8606	 	 	Oversized	 	[*]
	2640
	 	CCT 362	 	American Commercial Lines LLC	 	638607	 	 	8607	 	 	Hopper- Owned	 	[*]
	2641
	 	CCT 364	 	American Commercial Lines LLC	 	638609	 	 	8609	 	 	Hopper- Owned	 	[*]
	2642
	 	CCT 365	 	American Commercial Lines LLC	 	638610	 	 	8610	 	 	Hopper- Owned	 	[*]
	2643
	 	JAMES E. PHILPOTT	 	American Commercial Lines LLC	 	568630	 	 	8630	 	 	Boat	 	[*]
	2644
	 	ACBL 1815	 	American Commercial Lines LLC	 	578665	 	 	8665	 	 	Hopper- Owned	 	[*]
	2645
	 	ACBL 1817	 	American Commercial Lines LLC	 	578667	 	 	8667	 	 	Inactive in Use	 	[*]
	2646
	 	ACBL 1824	 	American Commercial Lines LLC	 	578674	 	 	8674	 	 	Inactive in Use	 	[*]
	2647
	 	HINES 432	 	American Commercial Lines LLC	 	628721	 	 	8721	 	 	Oversized	 	[*]
	2648
	 	WTT 0852	 	American Commercial Lines LLC	 	638731	 	 	8731	 	 	Hopper- Owned	 	[*]
	2649
	 	WTT 0853	 	American Commercial Lines LLC	 	638732	 	 	8732	 	 	Hopper- Owned	 	[*]
	2650
	 	WTT 0854	 	American Commercial Lines LLC	 	638733	 	 	8733	 	 	Hopper- Owned	 	[*]
	2651
	 	WTT 0855	 	American Commercial Lines LLC	 	638734	 	 	8734	 	 	Hopper- Owned	 	[*]
	2652
	 	WTT 0856	 	American Commercial Lines LLC	 	638735	 	 	8735	 	 	Hopper- Owned	 	[*]
	2653
	 	WTT 0857	 	American Commercial Lines LLC	 	638736	 	 	8736	 	 	Hopper- Owned	 	[*]
	2654
	 	WTT 0858	 	American Commercial Lines LLC	 	638737	 	 	8737	 	 	Hopper- Owned	 	[*]
	2655
	 	CHEM 181	 	American Commercial Lines LLC	 	1058738	 	 	8738	 	 	Jumbo	 	[*]
	2656
	 	WTT 0859	 	American Commercial Lines LLC	 	638738	 	 	8738	 	 	Hopper- Owned	 	[*]
	2657
	 	CHARLES E PETERS	 	American Commercial Lines LLC	 	528740	 	 	8740	 	 	Boat	 	[*]
	2658
	 	L. J. SULLIVAN	 	American Commercial Lines LLC	 	578740	 	 	8740	 	 	Boat	 	[*]
	2659
	 	WTT 0861	 	American Commercial Lines LLC	 	638740	 	 	8740	 	 	Hopper- Owned	 	[*]
	2660
	 	WTT 0863	 	American Commercial Lines LLC	 	638742	 	 	8742	 	 	Hopper- Owned	 	[*]
	2661
	 	WTT 0864	 	American Commercial Lines LLC	 	638743	 	 	8743	 	 	Hopper- Owned	 	[*]
	2662
	 	WTT 0865	 	American Commercial Lines LLC	 	638744	 	 	8744	 	 	Hopper- Owned	 	[*]
	2663
	 	WTT 0866	 	American Commercial Lines LLC	 	638745	 	 	8745	 	 	Hopper- Owned	 	[*]
	2664
	 	WTT 0867	 	American Commercial Lines LLC	 	638746	 	 	8746	 	 	Hopper- Owned	 	[*]
	2665
	 	WTT 0868	 	American Commercial Lines LLC	 	638747	 	 	8747	 	 	Hopper- Owned	 	[*]
	2666
	 	WTT 0869	 	American Commercial Lines LLC	 	638748	 	 	8748	 	 	Hopper- Owned	 	[*]
	2667
	 	WTT 0870	 	American Commercial Lines LLC	 	638749	 	 	8749	 	 	Hopper- Owned	 	[*]
	2668
	 	WTT 0871	 	American Commercial Lines LLC	 	638750	 	 	8750	 	 	Hopper- Owned	 	[*]
	2669
	 	WTT 0872	 	American Commercial Lines LLC	 	638751	 	 	8751	 	 	Hopper- Owned	 	[*]
	2670
	 	WTT 0873	 	American Commercial Lines LLC	 	638752	 	 	8752	 	 	Hopper- Owned	 	[*]
	2671
	 	WTT 0874	 	American Commercial Lines LLC	 	638753	 	 	8753	 	 	Hopper- Owned	 	[*]
	2672
	 	WTT 0875	 	American Commercial Lines LLC	 	638754	 	 	8754	 	 	Hopper- Owned	 	[*]
	2673
	 	NAN	 	American Commercial Lines LLC	 	628776	 	 	8776	 	 	Boat	 	[*]
	2674
	 	ACBL 1373	 	American Commercial Lines LLC	 	578823	 	 	8823	 	 	Hopper- Owned	 	[*]
	2675
	 	ACBL 1374	 	American Commercial Lines LLC	 	578824	 	 	8824	 	 	Hopper- Owned	 	[*]
	2676
	 	ACBL 1375	 	American Commercial Lines LLC	 	578825	 	 	8825	 	 	Hopper- Owned	 	[*]
	2677
	 	ACBL 1376	 	American Commercial Lines LLC	 	578826	 	 	8826	 	 	Hopper- Owned	 	[*]
	2678
	 	ACBL 1377	 	American Commercial Lines LLC	 	578827	 	 	8827	 	 	Hopper- Owned	 	[*]
	2679
	 	CHEM 174	 	American Commercial Lines LLC	 	1038827	 	 	8827	 	 	Jumbo	 	[*]
	2680
	 	ACBL 1378	 	American Commercial Lines LLC	 	578828	 	 	8828	 	 	Hopper- Owned	 	[*]
	2681
	 	ACBL 365X	 	American Commercial Lines LLC	 	1038828	 	 	8828	 	 	Hopper- Owned	 	[*]
	2682
	 	ACBL 1379	 	American Commercial Lines LLC	 	578829	 	 	8829	 	 	Hopper- Owned	 	[*]
	2683
	 	ACBL 366X	 	American Commercial Lines LLC	 	1038829	 	 	8829	 	 	Hopper- Owned	 	[*]
	2684
	 	ACBL 1380	 	American Commercial Lines LLC	 	578830	 	 	8830	 	 	Hopper- Owned	 	[*]
	2685
	 	ACBL 367X	 	American Commercial Lines LLC	 	1038830	 	 	8830	 	 	Hopper- Owned	 	[*]







 




			
	[*]	 	The asterisk denotes that confidential portions of this Schedule have been omitted in reliance
on rule 24b-2 of the Securities Exchange Act of 1934. The confidential portions have been
submitted separately to the Securities and Exchange Commission.





 









 











Schedule 4.01(h)(1) Towboats Barges and other Vessels — Owned




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Official	 	Terminal	 	 	 	Appraised  Asset 
	Vessel	 	Vessel Name	 	ACL Business Unit	 	Number	 	Number	 	Vessel Type	 	Value
	2686
	 	ACBL 1381	 	American Commercial Lines LLC	 	578831	 	 	8831	 	 	Hopper- Owned	 	[*]
	2687
	 	ACBL 368X	 	American Commercial Lines LLC	 	1038831	 	 	8831	 	 	Hopper- Owned	 	[*]
	2688
	 	ACBL 1382	 	American Commercial Lines LLC	 	578832	 	 	8832	 	 	Hopper- Owned	 	[*]
	2689
	 	ACBL 369X	 	American Commercial Lines LLC	 	1038832	 	 	8832	 	 	Hopper- Owned	 	[*]
	2690
	 	N.M.S. NO. 1496	 	American Commercial Lines LLC	 	618892	 	 	8892	 	 	Jumbo	 	[*]
	2691
	 	N.M.S. NO. 1497	 	American Commercial Lines LLC	 	618893	 	 	8893	 	 	Inactive	 	[*]
	2692
	 	N.M.S. NO. 1498	 	American Commercial Lines LLC	 	618894	 	 	8894	 	 	Inactive in Use	 	[*]
	2693
	 	N.M.S. NO. 1499	 	American Commercial Lines LLC	 	618895	 	 	8895	 	 	Inactive in Use	 	[*]
	2694
	 	N.M.S. NO. 1448	 	American Commercial Lines LLC	 	618896	 	 	8896	 	 	Jumbo	 	[*]
	2695
	 	N.M.S. NO. 1449	 	American Commercial Lines LLC	 	618897	 	 	8897	 	 	Inactive in Use	 	[*]
	2696
	 	N.M.S. NO. 1441	 	American Commercial Lines LLC	 	618899	 	 	8899	 	 	Inactive in Use	 	[*]
	2697
	 	N.M.S. NO. 1442	 	American Commercial Lines LLC	 	618900	 	 	8900	 	 	Jumbo	 	[*]
	2698
	 	N.M.S. NO. 1443	 	American Commercial Lines LLC	 	618901	 	 	8901	 	 	Jumbo	 	[*]
	2699
	 	N.M.S. NO. 1444	 	American Commercial Lines LLC	 	618904	 	 	8904	 	 	Jumbo	 	[*]
	2700
	 	N.M.S. NO. 1445	 	American Commercial Lines LLC	 	618905	 	 	8905	 	 	Inactive in Use	 	[*]
	2701
	 	N.M.S. NO. 1446	 	American Commercial Lines LLC	 	618906	 	 	8906	 	 	Jumbo	 	[*]
	2702
	 	N.M.S. NO. 1447	 	American Commercial Lines LLC	 	618907	 	 	8907	 	 	Inactive in Use	 	[*]
	2703
	 	ACBL 200	 	American Commercial Lines LLC	 	628922	 	 	8922	 	 	Hopper- Owned	 	[*]
	2704
	 	ACBL 201	 	American Commercial Lines LLC	 	628923	 	 	8923	 	 	Hopper- Owned	 	[*]
	2705
	 	ACBL 202	 	American Commercial Lines LLC	 	628924	 	 	8924	 	 	Hopper- Owned	 	[*]
	2706
	 	ACBL 203	 	American Commercial Lines LLC	 	628925	 	 	8925	 	 	Hopper- Owned	 	[*]
	2707
	 	ACBL 204	 	American Commercial Lines LLC	 	628926	 	 	8926	 	 	Hopper- Owned	 	[*]
	2708
	 	ACBL 205	 	American Commercial Lines LLC	 	628927	 	 	8927	 	 	Hopper- Owned	 	[*]
	2709
	 	ACBL 206	 	American Commercial Lines LLC	 	628928	 	 	8928	 	 	Hopper- Owned	 	[*]
	2710
	 	ACBL 207	 	American Commercial Lines LLC	 	628929	 	 	8929	 	 	Hopper- Owned	 	[*]
	2711
	 	ACBL 208	 	American Commercial Lines LLC	 	628930	 	 	8930	 	 	Hopper- Owned	 	[*]
	2712
	 	ACBL 209	 	American Commercial Lines LLC	 	628931	 	 	8931	 	 	Hopper- Owned	 	[*]
	2713
	 	ACBL 210	 	American Commercial Lines LLC	 	628932	 	 	8932	 	 	Hopper- Owned	 	[*]
	2714
	 	ACBL 211	 	American Commercial Lines LLC	 	628933	 	 	8933	 	 	Hopper- Owned	 	[*]
	2715
	 	ACBL 212	 	American Commercial Lines LLC	 	628934	 	 	8934	 	 	Hopper- Owned	 	[*]
	2716
	 	ACBL 213	 	American Commercial Lines LLC	 	628935	 	 	8935	 	 	Hopper- Owned	 	[*]
	2717
	 	ACBL 214	 	American Commercial Lines LLC	 	628936	 	 	8936	 	 	Hopper- Owned	 	[*]
	2718
	 	ACBL 215	 	American Commercial Lines LLC	 	628937	 	 	8937	 	 	Hopper- Owned	 	[*]
	2719
	 	SARAH ELIZABETH	 	American Commercial Lines LLC	 	518938	 	 	8938	 	 	Boat	 	[*]
	2720
	 	ACBL 217	 	American Commercial Lines LLC	 	628939	 	 	8939	 	 	Hopper- Owned	 	[*]
	2721
	 	ACBL 218	 	American Commercial Lines LLC	 	628940	 	 	8940	 	 	Hopper- Owned	 	[*]
	2722
	 	ACBL 219	 	American Commercial Lines LLC	 	628941	 	 	8941	 	 	Hopper- Owned	 	[*]
	2723
	 	ACBL 143	 	American Commercial Lines LLC	 	638971	 	 	8971	 	 	Hopper- Owned	 	[*]
	2724
	 	ACBL 144	 	American Commercial Lines LLC	 	638972	 	 	8972	 	 	Hopper- Owned	 	[*]
	2725
	 	ACBL 146	 	American Commercial Lines LLC	 	638974	 	 	8974	 	 	Hopper- Owned	 	[*]
	2726
	 	ACBL 147	 	American Commercial Lines LLC	 	638975	 	 	8975	 	 	Hopper- Owned	 	[*]
	2727
	 	CINDY CELESTE	 	American Commercial Lines LLC	 	979002	 	 	9002	 	 	Boat	 	[*]
	2728
	 	ACL 96000	 	American Commercial Lines LLC	 	1039004	 	 	9004	 	 	Hopper- Owned	 	[*]
	2729
	 	ACL 96001	 	American Commercial Lines LLC	 	1039005	 	 	9005	 	 	Hopper- Owned	 	[*]
	2730
	 	ACL 96002	 	American Commercial Lines LLC	 	1039006	 	 	9006	 	 	Hopper- Owned	 	[*]
	2731
	 	ACL 96003	 	American Commercial Lines LLC	 	1039007	 	 	9007	 	 	Hopper- Owned	 	[*]
	2732
	 	CHEM 72	 	American Commercial Lines LLC	 	299007	 	 	9007	 	 	Inactive in Use	 	[*]
	2733
	 	ACL 96004	 	American Commercial Lines LLC	 	1039008	 	 	9008	 	 	Hopper- Owned	 	[*]
	2734
	 	ACL 96005	 	American Commercial Lines LLC	 	1039009	 	 	9009	 	 	Hopper- Owned	 	[*]
	2735
	 	SCNO 1329-B	 	American Commercial Lines LLC	 	599013	 	 	9013	 	 	Non-COI	 	[*]
	2736
	 	VLB 7712	 	American Commercial Lines LLC	 	579014	 	 	9014	 	 	Inactive in Use	 	[*]
	2737
	 	VLB 7713	 	American Commercial Lines LLC	 	579015	 	 	9015	 	 	Inactive in Use	 	[*]
	2738
	 	VLB 7715	 	American Commercial Lines LLC	 	579017	 	 	9017	 	 	Inactive in Use	 	[*]
	2739
	 	WARREN MCKINNEY	 	American Commercial Lines LLC	 	629017	 	 	9017	 	 	Boat	 	[*]
	2740
	 	VLB 7716	 	American Commercial Lines LLC	 	579018	 	 	9018	 	 	Inactive in Use	 	[*]
	2741
	 	VLB 7717	 	American Commercial Lines LLC	 	579019	 	 	9019	 	 	Inactive in Use	 	[*]
	2742
	 	VLB 7718	 	American Commercial Lines LLC	 	579020	 	 	9020	 	 	Inactive in Use	 	[*]
	2743
	 	VLB 7719	 	American Commercial Lines LLC	 	579021	 	 	9021	 	 	Inactive in Use	 	[*]
	2744
	 	CHARLES F.DETMAR JR.	 	American Commercial Lines LLC	 	539034	 	 	9034	 	 	Boat	 	[*]
	2745
	 	VLX 7582	 	American Commercial Lines LLC	 	569055	 	 	9055	 	 	Hopper- Owned	 	[*]
	2746
	 	VLX 7584	 	American Commercial Lines LLC	 	569057	 	 	9057	 	 	Inactive in Use	 	[*]
	2747
	 	VLX 7586	 	American Commercial Lines LLC	 	569059	 	 	9059	 	 	Inactive in Use	 	[*]
	2748
	 	VLX 7587	 	American Commercial Lines LLC	 	569060	 	 	9060	 	 	Inactive in Use	 	[*]
	2749
	 	VLX 7590	 	American Commercial Lines LLC	 	569063	 	 	9063	 	 	Inactive in Use	 	[*]
	2750
	 	VLX 7632	 	American Commercial Lines LLC	 	569069	 	 	9069	 	 	Inactive in Use	 	[*]
	2751
	 	VLX 7633	 	American Commercial Lines LLC	 	569070	 	 	9070	 	 	Inactive in Use	 	[*]
	2752
	 	VLX 7635	 	American Commercial Lines LLC	 	569072	 	 	9072	 	 	Inactive in Use	 	[*]
	2753
	 	VLX 7638	 	American Commercial Lines LLC	 	569075	 	 	9075	 	 	Inactive in Use	 	[*]
	2754
	 	VLX 7639	 	American Commercial Lines LLC	 	569076	 	 	9076	 	 	Inactive in Use	 	[*]
	2755
	 	W. A. KERNAN	 	American Commercial Lines LLC	 	559099	 	 	9099	 	 	Boat	 	[*]
	2756
	 	LADY GRACE II	 	American Commercial Lines LLC	 	529112	 	 	9112	 	 	Boat	 	[*]
	2757
	 	PRBL-2	 	American Commercial Lines LLC	 	629128	 	 	9128	 	 	Inactive in Use	 	[*]
	2758
	 	4930	 	American Commercial Lines LLC	 	529129	 	 	9129	 	 	Oversized	 	[*]
	2759
	 	SUE HOLSTON	 	American Commercial Lines LLC	 	569175	 	 	9175	 	 	Boat	 	[*]
	2760
	 	ACBL 4353	 	American Commercial Lines LLC	 	599192	 	 	9192	 	 	Hopper- Owned	 	[*]
	2761
	 	ACBL 4352	 	American Commercial Lines LLC	 	599194	 	 	9194	 	 	Hopper- Owned	 	[*]
	2762
	 	ACBL 4122	 	American Commercial Lines LLC	 	639211	 	 	9211	 	 	Hopper- Owned	 	[*]







 




			
	[*]	 	The asterisk denotes that confidential portions of this Schedule have been omitted in reliance
on rule 24b-2 of the Securities Exchange Act of 1934. The confidential portions have been
submitted separately to the Securities and Exchange Commission.





 









 











Schedule 4.01(h)(1) Towboats Barges and other Vessels — Owned




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Official	 	Terminal	 	 	 	Appraised  Asset 
	Vessel	 	Vessel Name	 	ACL Business Unit	 	Number	 	Number	 	Vessel Type	 	Value
	2763
	 	ACBL 4120	 	American Commercial Lines LLC	 	639212	 	 	9212	 	 	Hopper- Owned	 	[*]
	2764
	 	ACBL 4121	 	American Commercial Lines LLC	 	639249	 	 	9249	 	 	Hopper- Owned	 	[*]
	2765
	 	ACBL 5000	 	American Commercial Lines LLC	 	619258	 	 	9258	 	 	Hopper- Owned	 	[*]
	2766
	 	ACBL 5003	 	American Commercial Lines LLC	 	619261	 	 	9261	 	 	Hopper- Owned	 	[*]
	2767
	 	ACBL 5004	 	American Commercial Lines LLC	 	619262	 	 	9262	 	 	Hopper- Owned	 	[*]
	2768
	 	ACBL 5005	 	American Commercial Lines LLC	 	619263	 	 	9263	 	 	Hopper- Owned	 	[*]
	2769
	 	ACBL 5006	 	American Commercial Lines LLC	 	619264	 	 	9264	 	 	Hopper- Owned	 	[*]
	2770
	 	ACBL 5007	 	American Commercial Lines LLC	 	619265	 	 	9265	 	 	Hopper- Owned	 	[*]
	2771
	 	ACBL 5008	 	American Commercial Lines LLC	 	619266	 	 	9266	 	 	Hopper- Owned	 	[*]
	2772
	 	ACBL 5009	 	American Commercial Lines LLC	 	619267	 	 	9267	 	 	Hopper- Owned	 	[*]
	2773
	 	CHEM 156	 	American Commercial Lines LLC	 	989281	 	 	9281	 	 	Jumbo	 	[*]
	2774
	 	CHEM 157	 	American Commercial Lines LLC	 	989282	 	 	9282	 	 	Jumbo	 	[*]
	2775
	 	CHEM 158	 	American Commercial Lines LLC	 	989283	 	 	9283	 	 	Jumbo	 	[*]
	2776
	 	CHEM 159	 	American Commercial Lines LLC	 	989284	 	 	9284	 	 	Jumbo	 	[*]
	2777
	 	CHEM 160	 	American Commercial Lines LLC	 	989285	 	 	9285	 	 	Jumbo	 	[*]
	2778
	 	SCNO 1317	 	American Commercial Lines LLC	 	509294	 	 	9294	 	 	Inactive in Use	 	[*]
	2779
	 	SCNO 1319	 	American Commercial Lines LLC	 	509296	 	 	9296	 	 	Inactive in Use	 	[*]
	2780
	 	SCNO 1322	 	American Commercial Lines LLC	 	509299	 	 	9299	 	 	Inactive in Use	 	[*]
	2781
	 	ACBL 1870	 	American Commercial Lines LLC	 	609317	 	 	9317	 	 	Hopper- Owned	 	[*]
	2782
	 	ACBL 1871	 	American Commercial Lines LLC	 	609318	 	 	9318	 	 	Hopper- Owned	 	[*]
	2783
	 	ACBL 1872	 	American Commercial Lines LLC	 	609319	 	 	9319	 	 	Hopper- Owned	 	[*]
	2784
	 	ACBL 1873	 	American Commercial Lines LLC	 	609320	 	 	9320	 	 	Hopper- Owned	 	[*]
	2785
	 	ACBL 1874	 	American Commercial Lines LLC	 	609321	 	 	9321	 	 	Hopper- Owned	 	[*]
	2786
	 	ACBL 1875	 	American Commercial Lines LLC	 	609322	 	 	9322	 	 	Hopper- Owned	 	[*]
	2787
	 	ACBL 1879	 	American Commercial Lines LLC	 	609326	 	 	9326	 	 	Hopper- Owned	 	[*]
	2788
	 	ACBL 1880	 	American Commercial Lines LLC	 	609327	 	 	9327	 	 	Hopper- Owned	 	[*]
	2789
	 	ACBL 1881	 	American Commercial Lines LLC	 	609328	 	 	9328	 	 	Hopper- Owned	 	[*]
	2790
	 	ACBL 1883	 	American Commercial Lines LLC	 	609330	 	 	9330	 	 	Inactive in Use	 	[*]
	2791
	 	ACBL 1884	 	American Commercial Lines LLC	 	609331	 	 	9331	 	 	Hopper- Owned	 	[*]
	2792
	 	ACBL 1921	 	American Commercial Lines LLC	 	519334	 	 	9334	 	 	Inactive in Use	 	[*]
	2793
	 	ACBL 1922	 	American Commercial Lines LLC	 	519335	 	 	9335	 	 	Inactive in Use	 	[*]
	2794
	 	ACBL 4337	 	American Commercial Lines LLC	 	589408	 	 	9408	 	 	Hopper- Owned	 	[*]
	2795
	 	SER 164	 	American Commercial Lines LLC	 	549451	 	 	9451	 	 	Hopper- Owned	 	[*]
	2796
	 	SER 165	 	American Commercial Lines LLC	 	549452	 	 	9452	 	 	Inactive in Use	 	[*]
	2797
	 	SER 167	 	American Commercial Lines LLC	 	549454	 	 	9454	 	 	Hopper- Owned	 	[*]
	2798
	 	SER 168	 	American Commercial Lines LLC	 	549455	 	 	9455	 	 	Hopper- Owned	 	[*]
	2799
	 	SER 169	 	American Commercial Lines LLC	 	549456	 	 	9456	 	 	Hopper- Owned	 	[*]
	2800
	 	SER 170	 	American Commercial Lines LLC	 	549457	 	 	9457	 	 	Inactive in Use	 	[*]
	2801
	 	SER 171	 	American Commercial Lines LLC	 	549458	 	 	9458	 	 	Hopper- Owned	 	[*]
	2802
	 	SER 173	 	American Commercial Lines LLC	 	549460	 	 	9460	 	 	Hopper- Owned	 	[*]
	2803
	 	SER 175	 	American Commercial Lines LLC	 	549462	 	 	9462	 	 	Hopper- Owned	 	[*]
	2804
	 	ACBL 2845	 	American Commercial Lines LLC	 	549463	 	 	9463	 	 	Hopper- Owned	 	[*]
	2805
	 	ACBL 4242	 	American Commercial Lines LLC	 	629465	 	 	9465	 	 	Hopper- Owned	 	[*]
	2806
	 	ACBL 2848	 	American Commercial Lines LLC	 	549466	 	 	9466	 	 	Hopper- Owned	 	[*]
	2807
	 	S.C. & N.O. 1315	 	American Commercial Lines LLC	 	509466	 	 	9466	 	 	Inactive in Use	 	[*]
	2808
	 	SCNO 1316	 	American Commercial Lines LLC	 	509467	 	 	9467	 	 	Jumbo	 	[*]
	2809
	 	ACBL 2850	 	American Commercial Lines LLC	 	549468	 	 	9468	 	 	Inactive in Use	 	[*]
	2810
	 	ACBL 2851	 	American Commercial Lines LLC	 	549469	 	 	9469	 	 	Hopper- Owned	 	[*]
	2811
	 	ACBL 2852	 	American Commercial Lines LLC	 	549470	 	 	9470	 	 	Inactive in Use	 	[*]
	2812
	 	ACBL 2853	 	American Commercial Lines LLC	 	549471	 	 	9471	 	 	Inactive in Use	 	[*]
	2813
	 	ACBL 2854	 	American Commercial Lines LLC	 	549472	 	 	9472	 	 	Inactive in Use	 	[*]
	2814
	 	ACBL 2856	 	American Commercial Lines LLC	 	549474	 	 	9474	 	 	Inactive in Use	 	[*]
	2815
	 	ACBL 2860	 	American Commercial Lines LLC	 	549478	 	 	9478	 	 	Inactive in Use	 	[*]
	2816
	 	ACBL 2861	 	American Commercial Lines LLC	 	549479	 	 	9479	 	 	Inactive in Use	 	[*]
	2817
	 	ACBL 106	 	American Commercial Lines LLC	 	529482	 	 	9482	 	 	Inactive in Use	 	[*]
	2818
	 	ACBL 1358	 	American Commercial Lines LLC	 	579501	 	 	9501	 	 	Hopper- Owned	 	[*]
	2819
	 	ACBL 1359	 	American Commercial Lines LLC	 	579502	 	 	9502	 	 	Hopper- Owned	 	[*]
	2820
	 	ACBL 1360	 	American Commercial Lines LLC	 	579503	 	 	9503	 	 	Hopper- Owned	 	[*]
	2821
	 	ACBL 1361	 	American Commercial Lines LLC	 	579504	 	 	9504	 	 	Hopper- Owned	 	[*]
	2822
	 	ACBL 1362	 	American Commercial Lines LLC	 	579505	 	 	9505	 	 	Hopper- Owned	 	[*]
	2823
	 	ACBL 1363	 	American Commercial Lines LLC	 	579506	 	 	9506	 	 	Hopper- Owned	 	[*]
	2824
	 	ACBL 1364	 	American Commercial Lines LLC	 	579507	 	 	9507	 	 	Hopper- Owned	 	[*]
	2825
	 	ACBL 1366	 	American Commercial Lines LLC	 	579509	 	 	9509	 	 	Hopper- Owned	 	[*]
	2826
	 	ACBL 1367	 	American Commercial Lines LLC	 	579510	 	 	9510	 	 	Hopper- Owned	 	[*]
	2827
	 	ACBL 1368	 	American Commercial Lines LLC	 	579511	 	 	9511	 	 	Hopper- Owned	 	[*]
	2828
	 	ACBL 1369	 	American Commercial Lines LLC	 	579512	 	 	9512	 	 	Hopper- Owned	 	[*]
	2829
	 	ACBL 1370	 	American Commercial Lines LLC	 	579513	 	 	9513	 	 	Hopper- Owned	 	[*]
	2830
	 	ACBL 1371	 	American Commercial Lines LLC	 	579514	 	 	9514	 	 	Hopper- Owned	 	[*]
	2831
	 	ACBL 1372	 	American Commercial Lines LLC	 	579515	 	 	9515	 	 	Hopper- Owned	 	[*]
	2832
	 	N.M.S. No. 1453	 	American Commercial Lines LLC	 	549515	 	 	9515	 	 	Jumbo	 	[*]
	2833
	 	ACBL 1797	 	American Commercial Lines LLC	 	579516	 	 	9516	 	 	Inactive in Use	 	[*]
	2834
	 	N.M.S. NO. 1454	 	American Commercial Lines LLC	 	549516	 	 	9516	 	 	Jumbo	 	[*]
	2835
	 	ACBL 1803	 	American Commercial Lines LLC	 	579522	 	 	9522	 	 	Hopper- Owned	 	[*]
	2836
	 	ACBL 1805	 	American Commercial Lines LLC	 	579524	 	 	9524	 	 	Hopper- Owned	 	[*]
	2837
	 	CHEM 274	 	American Commercial Lines LLC	 	1089532	 	 	9532	 	 	Jumbo	 	[*]
	2838
	 	CHEM 275	 	American Commercial Lines LLC	 	1089533	 	 	9533	 	 	Jumbo	 	[*]
	2839
	 	NL 116	 	American Commercial Lines LLC	 	569533	 	 	9533	 	 	Inactive in Use	 	[*]







 




			
	[*]	 	The asterisk denotes that confidential portions of this Schedule have been omitted in reliance
on rule 24b-2 of the Securities Exchange Act of 1934. The confidential portions have been
submitted separately to the Securities and Exchange Commission.





 









 











Schedule 4.01(h)(1) Towboats Barges and other Vessels — Owned




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Official	 	Terminal	 	 	 	Appraised  Asset 
	Vessel	 	Vessel Name	 	ACL Business Unit	 	Number	 	Number	 	Vessel Type	 	Value
	2840
	 	NL 129	 	American Commercial Lines LLC	 	569546	 	 	9546	 	 	Inactive in Use	 	[*]
	2841
	 	ANDREW CANNAVA	 	American Commercial Lines LLC	 	579562	 	 	9562	 	 	Boat	 	[*]
	2842
	 	WILLIAM C. NORMAN	 	American Commercial Lines LLC	 	649605	 	 	9605	 	 	Boat	 	[*]
	2843
	 	CHEM 175	 	American Commercial Lines LLC	 	1039628	 	 	9628	 	 	Jumbo	 	[*]
	2844
	 	CHRISTIAN BRINKOP	 	American Commercial Lines LLC	 	659639	 	 	9639	 	 	Boat	 	[*]
	2845
	 	ACBL 4231	 	American Commercial Lines LLC	 	629686	 	 	9686	 	 	Hopper- Owned	 	[*]
	2846
	 	ACBL 4236	 	American Commercial Lines LLC	 	629687	 	 	9687	 	 	Hopper- Owned	 	[*]
	2847
	 	HINES 433B	 	American Commercial Lines LLC	 	589709	 	 	9709	 	 	Oversized	 	[*]
	2848
	 	ACBL 4358	 	American Commercial Lines LLC	 	629819	 	 	9819	 	 	Hopper- Owned	 	[*]
	2849
	 	1207	 	American Commercial Lines LLC	 	299854	 	 	9854	 	 	Inactive in Use	 	[*]
	2850
	 	TPC 327	 	American Commercial Lines LLC	 	599885	 	 	9885	 	 	Hopper- Owned	 	[*]
	2851
	 	TPC 329	 	American Commercial Lines LLC	 	599887	 	 	9887	 	 	Hopper- Owned	 	[*]
	2852
	 	TPC 330	 	American Commercial Lines LLC	 	599888	 	 	9888	 	 	Hopper- Owned	 	[*]
	2853
	 	4908	 	American Commercial Lines LLC	 	559908	 	 	9908	 	 	Oversized	 	[*]
	2854
	 	4603	 	American Commercial Lines LLC	 	559909	 	 	9909	 	 	Oversized	 	[*]
	2855
	 	4632	 	American Commercial Lines LLC	 	559910	 	 	9910	 	 	Oversized	 	[*]
	2856
	 	4633	 	American Commercial Lines LLC	 	559911	 	 	9911	 	 	Oversized	 	[*]
	2857
	 	CHEM 1600	 	American Commercial Lines LLC	 	559912	 	 	9912	 	 	Oversized	 	[*]
	2858
	 	VLB 7950	 	American Commercial Lines LLC	 	609922	 	 	9922	 	 	Hopper- Owned	 	[*]
	2859
	 	ACBL 2804	 	American Commercial Lines LLC	 	539930	 	 	9930	 	 	Inactive in Use	 	[*]
	2860
	 	ACBL 2806	 	American Commercial Lines LLC	 	539932	 	 	9932	 	 	Inactive in Use	 	[*]
	2861
	 	ACBL 2812	 	American Commercial Lines LLC	 	539938	 	 	9938	 	 	Inactive in Use	 	[*]
	2862
	 	ACBL 2814	 	American Commercial Lines LLC	 	539940	 	 	9940	 	 	Inactive in Use	 	[*]
	2863
	 	ACBL 2815	 	American Commercial Lines LLC	 	539941	 	 	9941	 	 	Inactive in Use	 	[*]
	2864
	 	VLB 7952	 	American Commercial Lines LLC	 	609952	 	 	9952	 	 	Inactive in Use	 	[*]
	2865
	 	EDDIE TOUCHETTE	 	American Commercial Lines LLC	 	549972	 	 	9972	 	 	Boat	 	[*]
	2866
	 	CARL CANNON	 	American Commercial Lines LLC	 	619976	 	 	9976	 	 	Boat	 	[*]
	2867
	 	ROBERT GREENE	 	American Commercial Lines LLC	 	619977	 	 	9977	 	 	Boat	 	[*]
	2868
	 	N.M.S. NO. 1478	 	American Commercial Lines LLC	 	599980	 	 	9980	 	 	Inactive	 	[*]
	2869
	 	N.M.S. NO. 1479	 	American Commercial Lines LLC	 	599981	 	 	9981	 	 	Jumbo	 	[*]
	2870
	 	CGB 437B	 	American Commercial Lines LLC	 	639988	 	 	9988	 	 	Hopper- Owned	 	[*]
	2871
	 	CGB 438B	 	American Commercial Lines LLC	 	639989	 	 	9989	 	 	Hopper- Owned	 	[*]
	2872
	 	CGB 439B	 	American Commercial Lines LLC	 	639990	 	 	9990	 	 	Hopper- Owned	 	[*]
	2873
	 	CGB 440B	 	American Commercial Lines LLC	 	639991	 	 	9991	 	 	Hopper- Owned	 	[*]
	2874
	 	CGB 441B	 	American Commercial Lines LLC	 	639992	 	 	9992	 	 	Hopper- Owned	 	[*]
	2875
	 	CGB 442B	 	American Commercial Lines LLC	 	639993	 	 	9993	 	 	Hopper- Owned	 	[*]
	2876
	 	VLB 7953	 	American Commercial Lines LLC	 	609995	 	 	9995	 	 	Hopper- Owned	 	[*]
	1
	 	MID STREAM 2	 	ACL Transportation Services LLC	 	1090266	 	 	266	 	 	Boat	 	[*]
	2
	 	RIGGER III	 	ACL Transportation Services LLC	 	651336	 	 	1336	 	 	Boat	 	[*]
	3
	 	SEA STAR	 	ACL Transportation Services LLC	 	1021586	 	 	1586	 	 	Boat	 	[*]
	4
	 	WARREN E BOURGEOIS	 	ACL Transportation Services LLC	 	561874	 	 	1874	 	 	Boat	 	[*]
	5
	 	TROTTER	 	ACL Transportation Services LLC	 	631883	 	 	1883	 	 	Boat	 	[*]
	6
	 	JACKIE LEE	 	ACL Transportation Services LLC	 	632286	 	 	2286	 	 	Boat	 	[*]
	7
	 	CONSTRUCTOR	 	ACL Transportation Services LLC	 	292866	 	 	2866	 	 	Boat	 	[*]
	8
	 	T.E. RAGSDALE	 	ACL Transportation Services LLC	 	553040	 	 	3040	 	 	Boat	 	[*]
	9
	 	CRUSADER	 	ACL Transportation Services LLC	 	523245	 	 	3245	 	 	Boat	 	[*]
	10
	 	STEVE A. MCKINNEY	 	ACL Transportation Services LLC	 	563295	 	 	3295	 	 	Boat	 	[*]
	11
	 	INSPECTOR	 	ACL Transportation Services LLC	 	1023528	 	 	3528	 	 	Boat	 	[*]
	12
	 	COLT	 	ACL Transportation Services LLC	 	633747	 	 	3747	 	 	Boat	 	[*]
	13
	 	PINTO	 	ACL Transportation Services LLC	 	563968	 	 	3968	 	 	Boat	 	[*]
	14
	 	J. MARIE tbr MISS HARRIETT	 	ACL Transportation Services LLC	 	624032	 	 	4032	 	 	Boat	 	[*]
	15
	 	HOWARD EVANS	 	ACL Transportation Services LLC	 	644042	 	 	4042	 	 	Boat	 	[*]
	16
	 	BIG DADDY	 	ACL Transportation Services LLC	 	294085	 	 	4085	 	 	Boat	 	[*]
	17
	 	JACK CROWLEY	 	ACL Transportation Services LLC	 	585021	 	 	5021	 	 	Boat	 	[*]
	18
	 	SURVEYOR	 	ACL Transportation Services LLC	 	505710	 	 	5710	 	 	Boat	 	[*]
	19
	 	C-MC	 	ACL Transportation Services LLC	 	656818	 	 	6818	 	 	Boat	 	[*]
	20
	 	BUD WEBER	 	ACL Transportation Services LLC	 	636848	 	 	6848	 	 	Boat	 	[*]
	21
	 	MIKE BREEN	 	ACL Transportation Services LLC	 	629000	 	 	9000	 	 	Boat	 	[*]
	22
	 	DON STEPHENS	 	ACL Transportation Services LLC	 	619667	 	 	9667	 	 	Boat	 	[*]
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	2898
	 	Total Vessels Owned and Mortgaged	 	 	 	 	 	 	 	 	 	Total Asset Value	 	[*]






 




			
	[*]	 	The asterisk denotes that confidential portions of this Schedule have been omitted in reliance
on rule 24b-2 of the Securities Exchange Act of 1934. The confidential portions have been
submitted separately to the Securities and Exchange Commission.




 











 










	 	 	 
	  Schedule 4.01(h)1

	 	              Leased Vessels






	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Official	 	Terminal	 	 	 	 
	Vessel Name	 	ACL Business Unit	 	Number	 	Number	 	Vessel Type	 	Appraised Asset Value
	ABC 0351	 	American Commercial Lines LLC
	 	622375	 	 	 	FR	 	N/A
	ACL00100	 	American Commercial Lines LLC
	 	1106529	 	 	 	FR	 	N/A
	ACL00101	 	American Commercial Lines LLC
	 	1106530	 	 	 	FR	 	N/A
	ACL00102	 	American Commercial Lines LLC
	 	1106531	 	 	 	FR	 	N/A
	ACL00103	 	American Commercial Lines LLC
	 	1106532	 	 	 	FR	 	N/A
	ACL00104	 	American Commercial Lines LLC
	 	1106533	 	 	 	FR	 	N/A
	ACL00105	 	American Commercial Lines LLC
	 	1106534	 	 	 	FR	 	N/A
	ACL00106	 	American Commercial Lines LLC
	 	1106535	 	 	 	FR	 	N/A
	ACL00107	 	American Commercial Lines LLC
	 	1106537	 	 	 	FR	 	N/A
	ACL00108	 	American Commercial Lines LLC
	 	1106538	 	 	 	FR	 	N/A
	ACL00109	 	American Commercial Lines LLC
	 	1106540	 	 	 	FR	 	N/A
	ACL00110	 	American Commercial Lines LLC
	 	1106542	 	 	 	FR	 	N/A
	ACL00111	 	American Commercial Lines LLC
	 	1106544	 	 	 	FR	 	N/A
	ACL00112	 	American Commercial Lines LLC
	 	1106550	 	 	 	FR	 	N/A
	ACL00113	 	American Commercial Lines LLC
	 	1106551	 	 	 	FR	 	N/A
	ACL00114	 	American Commercial Lines LLC
	 	1106553	 	 	 	FR	 	N/A
	ACL00115	 	American Commercial Lines LLC
	 	1106555	 	 	 	FR	 	N/A
	ACL00116	 	American Commercial Lines LLC
	 	1106557	 	 	 	FR	 	N/A
	ACL00117	 	American Commercial Lines LLC
	 	1106558	 	 	 	FR	 	N/A
	ACL00118	 	American Commercial Lines LLC
	 	1106560	 	 	 	FR	 	N/A
	ACL00119	 	American Commercial Lines LLC
	 	1106562	 	 	 	FR	 	N/A
	ACL00200	 	American Commercial Lines LLC
	 	1093400	 	 	 	FB	 	N/A
	ACL00201	 	American Commercial Lines LLC
	 	1093401	 	 	 	FB	 	N/A
	ACL00202	 	American Commercial Lines LLC
	 	1095424	 	 	 	FB	 	N/A
	ACL00203	 	American Commercial Lines LLC
	 	1095425	 	 	 	FB	 	N/A
	ACL00204	 	American Commercial Lines LLC
	 	1095426	 	 	 	FB	 	N/A
	ACL00205	 	American Commercial Lines LLC
	 	1095427	 	 	 	FB	 	N/A
	ACL00206	 	American Commercial Lines LLC
	 	1095428	 	 	 	FB	 	N/A
	ACL00207	 	American Commercial Lines LLC
	 	1095429	 	 	 	FB	 	N/A
	ACL00208	 	American Commercial Lines LLC
	 	1099661	 	 	 	FB	 	N/A
	ACL00209	 	American Commercial Lines LLC
	 	1099662	 	 	 	FB	 	N/A
	ACL00210	 	American Commercial Lines LLC
	 	1106129	 	 	 	FB	 	N/A
	ACL00211	 	American Commercial Lines LLC
	 	1106130	 	 	 	FB	 	N/A
	ACL00212	 	American Commercial Lines LLC
	 	1106131	 	 	 	FB	 	N/A
	ACL00213	 	American Commercial Lines LLC
	 	1106132	 	 	 	FB	 	N/A
	ACL00214	 	American Commercial Lines LLC
	 	1106133	 	 	 	FB	 	N/A
	ACL00215	 	American Commercial Lines LLC
	 	1106134	 	 	 	FB	 	N/A
	ACL00216	 	American Commercial Lines LLC
	 	1106135	 	 	 	FB	 	N/A
	ACL00217	 	American Commercial Lines LLC
	 	1106136	 	 	 	FB	 	N/A
	ACL00218	 	American Commercial Lines LLC
	 	1106137	 	 	 	FB	 	N/A
	ACL00219	 	American Commercial Lines LLC
	 	1106138	 	 	 	FB	 	N/A
	ACL00220	 	American Commercial Lines LLC
	 	1106564	 	 	 	FB	 	N/A
	ACL00221	 	American Commercial Lines LLC
	 	1106536	 	 	 	FB	 	N/A
	ACL00222	 	American Commercial Lines LLC
	 	1106539	 	 	 	FB	 	N/A
	ACL00223	 	American Commercial Lines LLC
	 	1106541	 	 	 	FB	 	N/A
	ACL00224	 	American Commercial Lines LLC
	 	1106139	 	 	 	FB	 	N/A
	ACL00225	 	American Commercial Lines LLC
	 	1106140	 	 	 	FB	 	N/A
	ACL00226	 	American Commercial Lines LLC
	 	1106141	 	 	 	FB	 	N/A
	ACL00227	 	American Commercial Lines LLC
	 	1106142	 	 	 	FB	 	N/A
	ACL00228	 	American Commercial Lines LLC
	 	1106143	 	 	 	FB	 	N/A
	ACL00229	 	American Commercial Lines LLC
	 	1106144	 	 	 	FB	 	N/A
	ACL00230	 	American Commercial Lines LLC
	 	1106145	 	 	 	FB	 	N/A
	ACL00231	 	American Commercial Lines LLC
	 	1106146	 	 	 	FB	 	N/A
	ACL00232	 	American Commercial Lines LLC
	 	1106147	 	 	 	FB	 	N/A
	ACL00233	 	American Commercial Lines LLC
	 	1106148	 	 	 	FB	 	N/A
	ACL00234	 	American Commercial Lines LLC
	 	1106149	 	 	 	FB	 	N/A
	ACL00500	 	American Commercial Lines LLC
	 	1099641	 	 	 	RR	 	N/A
	ACL00501	 	American Commercial Lines LLC
	 	1099642	 	 	 	RR	 	N/A
	ACL00502	 	American Commercial Lines LLC
	 	1099643	 	 	 	RR	 	N/A
	ACL00503	 	American Commercial Lines LLC
	 	1099644	 	 	 	RR	 	N/A
	ACL00504	 	American Commercial Lines LLC
	 	1099645	 	 	 	RR	 	N/A
	ACL00505	 	American Commercial Lines LLC
	 	1099646	 	 	 	RR	 	N/A
	ACL00506	 	American Commercial Lines LLC
	 	1099647	 	 	 	RR	 	N/A
	ACL00507	 	American Commercial Lines LLC
	 	1099648	 	 	 	RR	 	N/A
	ACL00508	 	American Commercial Lines LLC
	 	1099649	 	 	 	RR	 	N/A
	ACL00509	 	American Commercial Lines LLC
	 	1099650	 	 	 	RR	 	N/A
	ACL00510	 	American Commercial Lines LLC
	 	1099651	 	 	 	RR	 	N/A
	ACL00511	 	American Commercial Lines LLC
	 	1099652	 	 	 	RR	 	N/A
	ACL00512	 	American Commercial Lines LLC
	 	1099653	 	 	 	RR	 	N/A
	ACL00513	 	American Commercial Lines LLC
	 	1099654	 	 	 	RR	 	N/A
	ACL00514	 	American Commercial Lines LLC
	 	1099655	 	 	 	RR	 	N/A






 









 










	 	 	 
	  Schedule 4.01(h)1

	 	              Leased Vessels






	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Official	 	Terminal	 	 	 	 
	Vessel Name	 	ACL Business Unit	 	Number	 	Number	 	Vessel Type	 	Appraised Asset Value
	ACL00515	 	American Commercial Lines LLC
	 	1099656	 	 	 	RR	 	N/A
	ACL00516	 	American Commercial Lines LLC
	 	1099657	 	 	 	RR	 	N/A
	ACL00517	 	American Commercial Lines LLC
	 	1099658	 	 	 	RR	 	N/A
	ACL00518	 	American Commercial Lines LLC
	 	1099659	 	 	 	RR	 	N/A
	ACL00519	 	American Commercial Lines LLC
	 	1099660	 	 	 	RR	 	N/A
	ACL00520	 	American Commercial Lines LLC
	 	1102948	 	 	 	RR	 	N/A
	ACL00521	 	American Commercial Lines LLC
	 	1102949	 	 	 	RR	 	N/A
	ACL00522	 	American Commercial Lines LLC
	 	1102950	 	 	 	RR	 	N/A
	ACL00523	 	American Commercial Lines LLC
	 	1102951	 	 	 	RR	 	N/A
	ACL00524	 	American Commercial Lines LLC
	 	1102952	 	 	 	RR	 	N/A
	ACL00525	 	American Commercial Lines LLC
	 	1102953	 	 	 	RR	 	N/A
	ACL00526	 	American Commercial Lines LLC
	 	1102954	 	 	 	RR	 	N/A
	ACL00527	 	American Commercial Lines LLC
	 	1102955	 	 	 	RR	 	N/A
	ACL00528	 	American Commercial Lines LLC
	 	1102956	 	 	 	RR	 	N/A
	ACL00529	 	American Commercial Lines LLC
	 	1102957	 	 	 	RR	 	N/A
	ACL00530	 	American Commercial Lines LLC
	 	1106543	 	 	 	RR	 	N/A
	ACL00531	 	American Commercial Lines LLC
	 	1106545	 	 	 	RR	 	N/A
	ACL00532	 	American Commercial Lines LLC
	 	1106546	 	 	 	RR	 	N/A
	ACL00533	 	American Commercial Lines LLC
	 	1106547	 	 	 	RR	 	N/A
	ACL00534	 	American Commercial Lines LLC
	 	1106548	 	 	 	RR	 	N/A
	ACL00535	 	American Commercial Lines LLC
	 	1106549	 	 	 	RR	 	N/A
	ACL00536	 	American Commercial Lines LLC
	 	1106552	 	 	 	RR	 	N/A
	ACL00537	 	American Commercial Lines LLC
	 	1106554	 	 	 	RR	 	N/A
	ACL00538	 	American Commercial Lines LLC
	 	1106556	 	 	 	RR	 	N/A
	ACL00539	 	American Commercial Lines LLC
	 	1106559	 	 	 	RR	 	N/A
	ACL00540	 	American Commercial Lines LLC
	 	1106561	 	 	 	RR	 	N/A
	ACL00541	 	American Commercial Lines LLC
	 	1106563	 	 	 	RR	 	N/A
	ACL00542	 	American Commercial Lines LLC
	 	1106565	 	 	 	RR	 	N/A
	ACL00543	 	American Commercial Lines LLC
	 	1106566	 	 	 	RR	 	N/A
	ACL00544	 	American Commercial Lines LLC
	 	1106567	 	 	 	RR	 	N/A
	ACL00545	 	American Commercial Lines LLC
	 	1106105	 	 	 	RR	 	N/A
	ACL00546	 	American Commercial Lines LLC
	 	1106106	 	 	 	RR	 	N/A
	ACL00547	 	American Commercial Lines LLC
	 	1106107	 	 	 	RR	 	N/A
	ACL00548	 	American Commercial Lines LLC
	 	1106108	 	 	 	RR	 	N/A
	ACL00549	 	American Commercial Lines LLC
	 	1106109	 	 	 	RR	 	N/A
	ACL00550	 	American Commercial Lines LLC
	 	1106568	 	 	 	RR	 	N/A
	ACL00551	 	American Commercial Lines LLC
	 	1106110	 	 	 	RR	 	N/A
	ACL00552	 	American Commercial Lines LLC
	 	1106111	 	 	 	RR	 	N/A
	ACL00553	 	American Commercial Lines LLC
	 	1106112	 	 	 	RR	 	N/A
	ACL00554	 	American Commercial Lines LLC
	 	1106113	 	 	 	RR	 	N/A
	ACL00555	 	American Commercial Lines LLC
	 	1106114	 	 	 	RR	 	N/A
	ACL00556	 	American Commercial Lines LLC
	 	1106115	 	 	 	RR	 	N/A
	ACL00557	 	American Commercial Lines LLC
	 	1106116	 	 	 	RR	 	N/A
	ACL00558	 	American Commercial Lines LLC
	 	1106117	 	 	 	RR	 	N/A
	ACL00559	 	American Commercial Lines LLC
	 	1106118	 	 	 	RR	 	N/A
	ACL00560	 	American Commercial Lines LLC
	 	1106119	 	 	 	RR	 	N/A
	ACL00561	 	American Commercial Lines LLC
	 	1106120	 	 	 	RR	 	N/A
	ACL00562	 	American Commercial Lines LLC
	 	1106121	 	 	 	RR	 	N/A
	ACL00563	 	American Commercial Lines LLC
	 	1106122	 	 	 	RR	 	N/A
	ACL00564	 	American Commercial Lines LLC
	 	1106123	 	 	 	RR	 	N/A
	ACL00565	 	American Commercial Lines LLC
	 	1106124	 	 	 	RR	 	N/A
	ACL00566	 	American Commercial Lines LLC
	 	1106125	 	 	 	RR	 	N/A
	ACL00568	 	American Commercial Lines LLC
	 	1106127	 	 	 	RR	 	N/A
	ACL00569	 	American Commercial Lines LLC
	 	1106128	 	 	 	RR	 	N/A
	ACL00570	 	American Commercial Lines LLC
	 	1106150	 	 	 	RR	 	N/A
	ACL00571	 	American Commercial Lines LLC
	 	1106151	 	 	 	RR	 	N/A
	ACL00572	 	American Commercial Lines LLC
	 	1106152	 	 	 	RR	 	N/A
	ACL00573	 	American Commercial Lines LLC
	 	1106153	 	 	 	RR	 	N/A
	ACL00574	 	American Commercial Lines LLC
	 	1106154	 	 	 	RR	 	N/A
	ACL00575	 	American Commercial Lines LLC
	 	1106155	 	 	 	RR	 	N/A
	ACL00576	 	American Commercial Lines LLC
	 	1106156	 	 	 	RR	 	N/A
	ACL00577	 	American Commercial Lines LLC
	 	1106157	 	 	 	RR	 	N/A
	ACL00578	 	American Commercial Lines LLC
	 	1106158	 	 	 	RR	 	N/A
	ACL00579	 	American Commercial Lines LLC
	 	1106159	 	 	 	RR	 	N/A
	ACL00580	 	American Commercial Lines LLC
	 	1106160	 	 	 	RR	 	N/A
	ACL00581	 	American Commercial Lines LLC
	 	1106161	 	 	 	RR	 	N/A
	ACL00600	 	American Commercial Lines LLC
	 	1093402	 	 	 	RB	 	N/A
	ACL00601	 	American Commercial Lines LLC
	 	1093403	 	 	 	RB	 	N/A
	ACL00602	 	American Commercial Lines LLC
	 	1093404	 	 	 	RB	 	N/A
	ACL00603	 	American Commercial Lines LLC
	 	1093405	 	 	 	RB	 	N/A
	ACL00604	 	American Commercial Lines LLC
	 	1093406	 	 	 	RB	 	N/A






 









 










	 	 	 
	  Schedule 4.01(h)1

	 	              Leased Vessels






	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Official	 	Terminal	 	 	 	 
	Vessel Name	 	ACL Business Unit	 	Number	 	Number	 	Vessel Type	 	Appraised Asset Value
	ACL00605	 	American Commercial Lines LLC
	 	1093407	 	 	 	RB	 	N/A
	ACL00606	 	American Commercial Lines LLC
	 	1093408	 	 	 	RB	 	N/A
	ACL00607	 	American Commercial Lines LLC
	 	1093409	 	 	 	RB	 	N/A
	ACL00608	 	American Commercial Lines LLC
	 	1093410	 	 	 	RB	 	N/A
	ACL00609	 	American Commercial Lines LLC
	 	1093411	 	 	 	RB	 	N/A
	ACL01167	 	American Commercial Lines LLC
	 	1120550	 	 	 	FR	 	N/A
	ACL01168	 	American Commercial Lines LLC
	 	1120551	 	 	 	FR	 	N/A
	ACL01169	 	American Commercial Lines LLC
	 	1120552	 	 	 	FR	 	N/A
	ACL02100	 	American Commercial Lines LLC
	 	1136559	 	 	 	FR	 	N/A
	ACL02101	 	American Commercial Lines LLC
	 	1136561	 	 	 	FR	 	N/A
	ACL02102	 	American Commercial Lines LLC
	 	1136562	 	 	 	FR	 	N/A
	ACL02103	 	American Commercial Lines LLC
	 	1136563	 	 	 	FR	 	N/A
	ACL02104	 	American Commercial Lines LLC
	 	1136564	 	 	 	FR	 	N/A
	ACL02105	 	American Commercial Lines LLC
	 	1136565	 	 	 	FR	 	N/A
	ACL02106	 	American Commercial Lines LLC
	 	1136566	 	 	 	FR	 	N/A
	ACL02107	 	American Commercial Lines LLC
	 	1136567	 	 	 	FR	 	N/A
	ACL02108	 	American Commercial Lines LLC
	 	1136569	 	 	 	FR	 	N/A
	ACL02109	 	American Commercial Lines LLC
	 	1136570	 	 	 	FR	 	N/A
	ACL02110	 	American Commercial Lines LLC
	 	1136572	 	 	 	FR	 	N/A
	ACL02111	 	American Commercial Lines LLC
	 	1136573	 	 	 	FR	 	N/A
	ACL02112	 	American Commercial Lines LLC
	 	1136574	 	 	 	FR	 	N/A
	ACL02113	 	American Commercial Lines LLC
	 	1136576	 	 	 	FR	 	N/A
	ACL02114	 	American Commercial Lines LLC
	 	1136577	 	 	 	FR	 	N/A
	ACL02115	 	American Commercial Lines LLC
	 	1136578	 	 	 	FR	 	N/A
	ACL02116	 	American Commercial Lines LLC
	 	1136579	 	 	 	FR	 	N/A
	ACL02117	 	American Commercial Lines LLC
	 	1136580	 	 	 	FR	 	N/A
	ACL02118	 	American Commercial Lines LLC
	 	1136581	 	 	 	FR	 	N/A
	ACL02119	 	American Commercial Lines LLC
	 	1136582	 	 	 	FR	 	N/A
	ACL02120	 	American Commercial Lines LLC
	 	1138148	 	 	 	FR	 	N/A
	ACL02121	 	American Commercial Lines LLC
	 	1138149	 	 	 	FR	 	N/A
	ACL02122	 	American Commercial Lines LLC
	 	1138150	 	 	 	FR	 	N/A
	ACL02123	 	American Commercial Lines LLC
	 	1138151	 	 	 	FR	 	N/A
	ACL02124	 	American Commercial Lines LLC
	 	1138152	 	 	 	FR	 	N/A
	ACL02125	 	American Commercial Lines LLC
	 	1138153	 	 	 	FR	 	N/A
	ACL02126	 	American Commercial Lines LLC
	 	1138154	 	 	 	FR	 	N/A
	ACL02127	 	American Commercial Lines LLC
	 	1138155	 	 	 	FR	 	N/A
	ACL02128	 	American Commercial Lines LLC
	 	1138156	 	 	 	FR	 	N/A
	ACL02129	 	American Commercial Lines LLC
	 	1139227	 	 	 	FR	 	N/A
	ACL02130	 	American Commercial Lines LLC
	 	1139228	 	 	 	FR	 	N/A
	ACL02131	 	American Commercial Lines LLC
	 	1139229	 	 	 	FR	 	N/A
	ACL02132	 	American Commercial Lines LLC
	 	1139230	 	 	 	FR	 	N/A
	ACL02133	 	American Commercial Lines LLC
	 	1139232	 	 	 	FR	 	N/A
	ACL02134	 	American Commercial Lines LLC
	 	1139233	 	 	 	FR	 	N/A
	ACL02135	 	American Commercial Lines LLC
	 	1139660	 	 	 	FR	 	N/A
	ACL02136	 	American Commercial Lines LLC
	 	1139661	 	 	 	FR	 	N/A
	ACL02137	 	American Commercial Lines LLC
	 	1139659	 	 	 	FR	 	N/A
	ACL02138	 	American Commercial Lines LLC
	 	1139658	 	 	 	FR	 	N/A
	ACL02139	 	American Commercial Lines LLC
	 	1139657	 	 	 	FR	 	N/A
	ACL02140	 	American Commercial Lines LLC
	 	1146528	 	 	 	FR	 	N/A
	ACL02141	 	American Commercial Lines LLC
	 	1146530	 	 	 	FR	 	N/A
	ACL02142	 	American Commercial Lines LLC
	 	1146531	 	 	 	FR	 	N/A
	ACL02143	 	American Commercial Lines LLC
	 	1146532	 	 	 	FR	 	N/A
	ACL02144	 	American Commercial Lines LLC
	 	1147051	 	 	 	FR	 	N/A
	ACL02145	 	American Commercial Lines LLC
	 	1147052	 	 	 	FR	 	N/A
	ACL02146	 	American Commercial Lines LLC
	 	1147053	 	 	 	FR	 	N/A
	ACL02147	 	American Commercial Lines LLC
	 	1147054	 	 	 	FR	 	N/A
	ACL02148	 	American Commercial Lines LLC
	 	1147055	 	 	 	FR	 	N/A
	ACL02149	 	American Commercial Lines LLC
	 	1147642	 	 	 	FR	 	N/A
	ACL02150	 	American Commercial Lines LLC
	 	1147643	 	 	 	FR	 	N/A
	ACL02151	 	American Commercial Lines LLC
	 	1147644	 	 	 	FR	 	N/A
	ACL02152	 	American Commercial Lines LLC
	 	1147645	 	 	 	FR	 	N/A
	ACL02153	 	American Commercial Lines LLC
	 	1147877	 	 	 	FR	 	N/A
	ACL02154	 	American Commercial Lines LLC
	 	1147878	 	 	 	FR	 	N/A
	ACL02155	 	American Commercial Lines LLC
	 	1147879	 	 	 	FR	 	N/A
	ACL02156	 	American Commercial Lines LLC
	 	1148248	 	 	 	FR	 	N/A
	ACL02157	 	American Commercial Lines LLC
	 	1148251	 	 	 	FR	 	N/A
	ACL02158	 	American Commercial Lines LLC
	 	1148252	 	 	 	FR	 	N/A
	ACL02159	 	American Commercial Lines LLC
	 	1148663	 	 	 	FR	 	N/A
	ACL02160	 	American Commercial Lines LLC
	 	1148666	 	 	 	FR	 	N/A
	ACL02161	 	American Commercial Lines LLC
	 	1148667	 	 	 	FR	 	N/A
	ACL02162	 	American Commercial Lines LLC
	 	1148944	 	 	 	FR	 	N/A






 









 










	 	 	 
	  Schedule 4.01(h)1

	 	              Leased Vessels






	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Official	 	Terminal	 	 	 	 
	Vessel Name	 	ACL Business Unit	 	Number	 	Number	 	Vessel Type	 	Appraised Asset Value
	ACL02163	 	American Commercial Lines LLC
	 	1148945	 	 	 	FR	 	N/A
	ACL02164	 	American Commercial Lines LLC
	 	1148946	 	 	 	FR	 	N/A
	ACL02165	 	American Commercial Lines LLC
	 	1149150	 	 	 	FR	 	N/A
	ACL02166	 	American Commercial Lines LLC
	 	1149151	 	 	 	FR	 	N/A
	ACL02167	 	American Commercial Lines LLC
	 	1149152	 	 	 	FR	 	N/A
	ACL02168	 	American Commercial Lines LLC
	 	1149153	 	 	 	FR	 	N/A
	ACL02169	 	American Commercial Lines LLC
	 	1149395	 	 	 	FR	 	N/A
	ACL9925B	 	American Commercial Lines LLC
	 	1080593	 	 	 	FB	 	N/A
	ACL9926B	 	American Commercial Lines LLC
	 	1080594	 	 	 	FB	 	N/A
	ACL9927B	 	American Commercial Lines LLC
	 	1080595	 	 	 	FB	 	N/A
	ACL9928B	 	American Commercial Lines LLC
	 	1080596	 	 	 	FB	 	N/A
	ACL9929B	 	American Commercial Lines LLC
	 	1080597	 	 	 	FB	 	N/A
	ACL9930B	 	American Commercial Lines LLC
	 	1084943	 	 	 	RB	 	N/A
	ACL9931B	 	American Commercial Lines LLC
	 	1084944	 	 	 	RB	 	N/A
	ACL9932B	 	American Commercial Lines LLC
	 	1084945	 	 	 	RB	 	N/A
	ACL9933B	 	American Commercial Lines LLC
	 	1084946	 	 	 	RB	 	N/A
	ACL9934B	 	American Commercial Lines LLC
	 	1084947	 	 	 	RB	 	N/A
	ACL9935B	 	American Commercial Lines LLC
	 	1084490	 	 	 	RB	 	N/A
	ACL9936B	 	American Commercial Lines LLC
	 	1084491	 	 	 	RB	 	N/A
	ACL9937B	 	American Commercial Lines LLC
	 	1084492	 	 	 	RB	 	N/A
	ACL9938B	 	American Commercial Lines LLC
	 	1084493	 	 	 	RB	 	N/A
	ACL9939B	 	American Commercial Lines LLC
	 	1084494	 	 	 	RB	 	N/A
	ACL9940B	 	American Commercial Lines LLC
	 	1084948	 	 	 	RB	 	N/A
	ACL9941B	 	American Commercial Lines LLC
	 	1084949	 	 	 	RB	 	N/A
	ACL9942B	 	American Commercial Lines LLC
	 	1084950	 	 	 	RB	 	N/A
	ACL9943B	 	American Commercial Lines LLC
	 	1084951	 	 	 	RB	 	N/A
	ACL9944B	 	American Commercial Lines LLC
	 	1084952	 	 	 	RB	 	N/A
	ACL9945B	 	American Commercial Lines LLC
	 	1084953	 	 	 	FB	 	N/A
	ACL9946B	 	American Commercial Lines LLC
	 	1084954	 	 	 	FB	 	N/A
	ACL9947B	 	American Commercial Lines LLC
	 	1084955	 	 	 	FB	 	N/A
	ACL9948B	 	American Commercial Lines LLC
	 	1084956	 	 	 	FB	 	N/A
	ACL9949B	 	American Commercial Lines LLC
	 	1084957	 	 	 	FB	 	N/A
	ACL9950B	 	American Commercial Lines LLC
	 	1089054	 	 	 	FB	 	N/A
	ACL9951B	 	American Commercial Lines LLC
	 	1089056	 	 	 	FB	 	N/A
	ACL9952B	 	American Commercial Lines LLC
	 	1089058	 	 	 	FB	 	N/A
	ACL9953B	 	American Commercial Lines LLC
	 	1089060	 	 	 	FB	 	N/A
	ACL9954B	 	American Commercial Lines LLC
	 	1089062	 	 	 	FB	 	N/A
	ACL9955B	 	American Commercial Lines LLC
	 	1089063	 	 	 	FB	 	N/A
	ACL9956B	 	American Commercial Lines LLC
	 	1089064	 	 	 	FB	 	N/A
	ACL9957B	 	American Commercial Lines LLC
	 	1090350	 	 	 	FB	 	N/A
	ACL9958B	 	American Commercial Lines LLC
	 	1090351	 	 	 	FB	 	N/A
	ACL9959B	 	American Commercial Lines LLC
	 	1090352	 	 	 	FB	 	N/A
	ACL9960B	 	American Commercial Lines LLC
	 	1090353	 	 	 	FB	 	N/A
	ACL9961B	 	American Commercial Lines LLC
	 	1090354	 	 	 	FB	 	N/A
	ACL9962B	 	American Commercial Lines LLC
	 	1090355	 	 	 	FB	 	N/A
	ACL9963B	 	American Commercial Lines LLC
	 	1090356	 	 	 	FB	 	N/A
	ACL9964B	 	American Commercial Lines LLC
	 	1090357	 	 	 	FB	 	N/A
	ACL9965B	 	American Commercial Lines LLC
	 	1090358	 	 	 	FB	 	N/A
	ACL9966B	 	American Commercial Lines LLC
	 	1090429	 	 	 	FB	 	N/A
	ACL9967B	 	American Commercial Lines LLC
	 	1090430	 	 	 	FB	 	N/A
	ACL9968B	 	American Commercial Lines LLC
	 	1090431	 	 	 	FB	 	N/A
	ACL9969B	 	American Commercial Lines LLC
	 	1090432	 	 	 	FB	 	N/A
	ACL9970B	 	American Commercial Lines LLC
	 	1090433	 	 	 	FB	 	N/A
	ACL9976B	 	American Commercial Lines LLC
	 	1091238	 	 	 	FB	 	N/A
	ACL9977B	 	American Commercial Lines LLC
	 	1091239	 	 	 	FB	 	N/A
	ACL9978B	 	American Commercial Lines LLC
	 	1091240	 	 	 	FB	 	N/A
	ACL9979B	 	American Commercial Lines LLC
	 	1091241	 	 	 	FB	 	N/A
	ACL9980B	 	American Commercial Lines LLC
	 	1091242	 	 	 	FB	 	N/A
	ACL9981B	 	American Commercial Lines LLC
	 	1091243	 	 	 	FB	 	N/A
	ACL9982B	 	American Commercial Lines LLC
	 	1091244	 	 	 	FB	 	N/A
	ACL9983B	 	American Commercial Lines LLC
	 	1091245	 	 	 	FB	 	N/A
	ACL9984B	 	American Commercial Lines LLC
	 	1091246	 	 	 	FB	 	N/A
	ACL9985B	 	American Commercial Lines LLC
	 	1091247	 	 	 	FB	 	N/A
	ACL9986B	 	American Commercial Lines LLC
	 	1091248	 	 	 	FB	 	N/A
	ACL9987B	 	American Commercial Lines LLC
	 	1091249	 	 	 	FB	 	N/A
	ACL9988B	 	American Commercial Lines LLC
	 	1091250	 	 	 	FB	 	N/A
	ACL9989B	 	American Commercial Lines LLC
	 	1091251	 	 	 	FB	 	N/A
	ACL9990B	 	American Commercial Lines LLC
	 	1091252	 	 	 	FB	 	N/A
	ACL9991B	 	American Commercial Lines LLC
	 	1091253	 	 	 	FB	 	N/A
	ACL9992B	 	American Commercial Lines LLC
	 	1091254	 	 	 	FB	 	N/A
	ACO 0150	 	American Commercial Lines LLC
	 	641758	 	 	 	SR	 	N/A






 









 










	 	 	 
	  Schedule 4.01(h)1

	 	              Leased Vessels






	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Official	 	Terminal	 	 	 	 
	Vessel Name	 	ACL Business Unit	 	Number	 	Number	 	Vessel Type	 	Appraised Asset Value
	CCT 0300	 	American Commercial Lines LLC
	 	619378	 	 	 	FR	 	N/A
	CCT 0302	 	American Commercial Lines LLC
	 	619380	 	 	 	FR	 	N/A
	CCT 0303	 	American Commercial Lines LLC
	 	619381	 	 	 	FR	 	N/A
	CCT 0304	 	American Commercial Lines LLC
	 	619382	 	 	 	FR	 	N/A
	CCT 0305	 	American Commercial Lines LLC
	 	619383	 	 	 	FR	 	N/A
	CCT 0307	 	American Commercial Lines LLC
	 	619385	 	 	 	FR	 	N/A
	CCT 0311	 	American Commercial Lines LLC
	 	619389	 	 	 	OR	 	N/A
	CCT 0312	 	American Commercial Lines LLC
	 	619390	 	 	 	FR	 	N/A
	CCT 0314	 	American Commercial Lines LLC
	 	619392	 	 	 	FR	 	N/A
	CCT 0315	 	American Commercial Lines LLC
	 	619393	 	 	 	FR	 	N/A
	CCT 0317	 	American Commercial Lines LLC
	 	624120	 	 	 	FR	 	N/A
	CCT 0318	 	American Commercial Lines LLC
	 	624121	 	 	 	FR	 	N/A
	CCT 0320	 	American Commercial Lines LLC
	 	624123	 	 	 	FR	 	N/A
	CCT 0321	 	American Commercial Lines LLC
	 	624124	 	 	 	FR	 	N/A
	CCT 0322	 	American Commercial Lines LLC
	 	624125	 	 	 	FR	 	N/A
	CCT 0324	 	American Commercial Lines LLC
	 	624127	 	 	 	FR	 	N/A
	CCT 0326	 	American Commercial Lines LLC
	 	624129	 	 	 	OR	 	N/A
	CCT 0327	 	American Commercial Lines LLC
	 	624130	 	 	 	FR	 	N/A
	CCT 0328	 	American Commercial Lines LLC
	 	624131	 	 	 	FR	 	N/A
	CCT 0329	 	American Commercial Lines LLC
	 	624132	 	 	 	FR	 	N/A
	CGB 252B	 	American Commercial Lines LLC
	 	594241	 	 	 	OB	 	N/A
	CGB 253B	 	American Commercial Lines LLC
	 	594242	 	 	 	RB	 	N/A
	CHEM0189	 	American Commercial Lines LLC
	 	1094105	 	 	 	TR	 	N/A
	CHEM0190	 	American Commercial Lines LLC
	 	1094106	 	 	 	TR	 	N/A
	CHEM0191	 	American Commercial Lines LLC
	 	1099433	 	 	 	TR	 	N/A
	CHEM0192	 	American Commercial Lines LLC
	 	1099434	 	 	 	TR	 	N/A
	CHEM0193	 	American Commercial Lines LLC
	 	1099435	 	 	 	TR	 	N/A
	ED  0001	 	American Commercial Lines LLC
	 	1030817	 	 	 	RB	 	N/A
	ES  0002	 	American Commercial Lines LLC
	 	630590	 	 	 	OR	 	N/A
	GPC 0004	 	American Commercial Lines LLC
	 	621877	 	 	 	TR	 	N/A
	GPC 0005	 	American Commercial Lines LLC
	 	D1040391	 	 	 	TR	 	N/A
	LF  130B	 	American Commercial Lines LLC
	 	1022152	 	 	 	FB	 	N/A
	LF  131B	 	American Commercial Lines LLC
	 	1022153	 	 	 	FB	 	N/A
	LF  132B	 	American Commercial Lines LLC
	 	1022154	 	 	 	FB	 	N/A
	LF  133B	 	American Commercial Lines LLC
	 	1022155	 	 	 	FB	 	N/A
	LF  134B	 	American Commercial Lines LLC
	 	1022156	 	 	 	FB	 	N/A
	LF  135B	 	American Commercial Lines LLC
	 	1022157	 	 	 	FB	 	N/A
	LF  136B	 	American Commercial Lines LLC
	 	1022158	 	 	 	FB	 	N/A
	LF  137B	 	American Commercial Lines LLC
	 	1022159	 	 	 	FB	 	N/A
	LF  138B	 	American Commercial Lines LLC
	 	1022160	 	 	 	FB	 	N/A
	LF  139B	 	American Commercial Lines LLC
	 	1022161	 	 	 	FB	 	N/A
	LF  140B	 	American Commercial Lines LLC
	 	1022162	 	 	 	FB	 	N/A
	LF  141B	 	American Commercial Lines LLC
	 	1022163	 	 	 	FB	 	N/A
	LF  142B	 	American Commercial Lines LLC
	 	1022164	 	 	 	FB	 	N/A
	LF  143B	 	American Commercial Lines LLC
	 	1022165	 	 	 	FB	 	N/A
	LF  144B	 	American Commercial Lines LLC
	 	1022166	 	 	 	FB	 	N/A
	LF  145B	 	American Commercial Lines LLC
	 	1022167	 	 	 	FB	 	N/A
	LF  146B	 	American Commercial Lines LLC
	 	1022168	 	 	 	FB	 	N/A
	LF  147B	 	American Commercial Lines LLC
	 	1022169	 	 	 	FB	 	N/A
	LF  148B	 	American Commercial Lines LLC
	 	1022170	 	 	 	FB	 	N/A
	LF  149B	 	American Commercial Lines LLC
	 	1022171	 	 	 	FB	 	N/A
	LF  150B	 	American Commercial Lines LLC
	 	1022172	 	 	 	FB	 	N/A
	MEM 204B	 	American Commercial Lines LLC
	 	593422	 	 	 	FB	 	N/A
	MEM 205B	 	American Commercial Lines LLC
	 	593423	 	 	 	FB	 	N/A
	MGT 0001	 	American Commercial Lines LLC
	 	1030279	 	 	 	FR	 	N/A
	MGT 0002	 	American Commercial Lines LLC
	 	1030280	 	 	 	FR	 	N/A
	MGT 0003	 	American Commercial Lines LLC
	 	1030281	 	 	 	FR	 	N/A
	MGT 0004	 	American Commercial Lines LLC
	 	1030282	 	 	 	FR	 	N/A
	MGT 0005	 	American Commercial Lines LLC
	 	1030283	 	 	 	FR	 	N/A
	MGT 0006	 	American Commercial Lines LLC
	 	1030284	 	 	 	FR	 	N/A
	MGT 0007	 	American Commercial Lines LLC
	 	1030285	 	 	 	FR	 	N/A
	MGT 0008	 	American Commercial Lines LLC
	 	1030286	 	 	 	FR	 	N/A
	MGT 0009	 	American Commercial Lines LLC
	 	1030287	 	 	 	FR	 	N/A
	MGT 0010	 	American Commercial Lines LLC
	 	1030288	 	 	 	FR	 	N/A
	MNC 977B	 	American Commercial Lines LLC
	 	596348	 	 	 	FB	 	N/A
	NBI2001B	 	American Commercial Lines LLC
	 	1090729	 	 	 	FB	 	N/A
	NBI2002B	 	American Commercial Lines LLC
	 	1090730	 	 	 	FB	 	N/A
	NBI2003B	 	American Commercial Lines LLC
	 	1090731	 	 	 	FB	 	N/A
	NBI2004B	 	American Commercial Lines LLC
	 	1090732	 	 	 	FB	 	N/A
	NBI2005B	 	American Commercial Lines LLC
	 	1090733	 	 	 	FB	 	N/A
	NBI2006B	 	American Commercial Lines LLC
	 	1090734	 	 	 	FB	 	N/A






 









 










	 	 	 
	  Schedule 4.01(h)1

	 	              Leased Vessels






	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Official	 	Terminal	 	 	 	 
	Vessel Name	 	ACL Business Unit	 	Number	 	Number	 	Vessel Type	 	Appraised Asset Value
	NBI9601B	 	American Commercial Lines LLC
	 	1039761	 	 	 	RB	 	N/A
	NBI9602B	 	American Commercial Lines LLC
	 	1039762	 	 	 	RB	 	N/A
	NBI9603B	 	American Commercial Lines LLC
	 	1039763	 	 	 	RB	 	N/A
	NBI9604B	 	American Commercial Lines LLC
	 	1039764	 	 	 	RB	 	N/A
	NBI9605B	 	American Commercial Lines LLC
	 	1039765	 	 	 	RB	 	N/A
	NBI9606B	 	American Commercial Lines LLC
	 	1039766	 	 	 	RB	 	N/A
	NBI9607B	 	American Commercial Lines LLC
	 	1039767	 	 	 	RB	 	N/A
	NBI9608B	 	American Commercial Lines LLC
	 	1039768	 	 	 	RB	 	N/A
	NBI9609B	 	American Commercial Lines LLC
	 	1039769	 	 	 	RB	 	N/A
	NBI9610B	 	American Commercial Lines LLC
	 	1039770	 	 	 	RB	 	N/A
	NBI9611B	 	American Commercial Lines LLC
	 	1039771	 	 	 	RB	 	N/A
	NBI9612B	 	American Commercial Lines LLC
	 	1039772	 	 	 	RB	 	N/A
	NBI9613B	 	American Commercial Lines LLC
	 	1039774	 	 	 	RB	 	N/A
	NBI9614B	 	American Commercial Lines LLC
	 	1039775	 	 	 	RB	 	N/A
	NBI9615B	 	American Commercial Lines LLC
	 	1039776	 	 	 	RB	 	N/A
	NBI9616B	 	American Commercial Lines LLC
	 	1039618	 	 	 	RB	 	N/A
	NBI9617B	 	American Commercial Lines LLC
	 	1039619	 	 	 	RB	 	N/A
	NBI9618B	 	American Commercial Lines LLC
	 	1039620	 	 	 	RB	 	N/A
	NBI9619B	 	American Commercial Lines LLC
	 	1039621	 	 	 	RB	 	N/A
	NBI9620B	 	American Commercial Lines LLC
	 	1039622	 	 	 	RB	 	N/A
	NBI9701B	 	American Commercial Lines LLC
	 	1050408	 	 	 	FB	 	N/A
	NBI9702B	 	American Commercial Lines LLC
	 	1050409	 	 	 	FB	 	N/A
	NBI9703B	 	American Commercial Lines LLC
	 	1050410	 	 	 	FB	 	N/A
	NBI9704B	 	American Commercial Lines LLC
	 	1050411	 	 	 	FB	 	N/A
	NBI9705B	 	American Commercial Lines LLC
	 	1050412	 	 	 	FB	 	N/A
	NBI9706B	 	American Commercial Lines LLC
	 	1050413	 	 	 	FB	 	N/A
	NBI9707B	 	American Commercial Lines LLC
	 	1050414	 	 	 	FB	 	N/A
	NBI9708B	 	American Commercial Lines LLC
	 	1050415	 	 	 	FB	 	N/A
	NBI9709B	 	American Commercial Lines LLC
	 	1050416	 	 	 	FB	 	N/A
	NBI9710B	 	American Commercial Lines LLC
	 	1050417	 	 	 	FB	 	N/A
	NBI9711B	 	American Commercial Lines LLC
	 	1050418	 	 	 	FB	 	N/A
	NBI9712B	 	American Commercial Lines LLC
	 	1050419	 	 	 	FB	 	N/A
	NBI9713B	 	American Commercial Lines LLC
	 	1050420	 	 	 	FB	 	N/A
	NM  1022	 	American Commercial Lines LLC
	 	981671	 	 	 	TR	 	N/A
	NM  1023	 	American Commercial Lines LLC
	 	D 981672	 	 	 	TR	 	N/A
	NM  1024	 	American Commercial Lines LLC
	 	D 981673	 	 	 	TR	 	N/A
	NM  1026	 	American Commercial Lines LLC
	 	D 981675	 	 	 	TR	 	N/A
	NM  1027	 	American Commercial Lines LLC
	 	D 981676	 	 	 	TR	 	N/A
	NM  1028	 	American Commercial Lines LLC
	 	D 981677	 	 	 	TR	 	N/A
	NM  1029	 	American Commercial Lines LLC
	 	D 981678	 	 	 	TR	 	N/A
	NM  1030	 	American Commercial Lines LLC
	 	D 981679	 	 	 	TR	 	N/A
	NM  1031	 	American Commercial Lines LLC
	 	D 981680	 	 	 	TR	 	N/A
	NM  1032	 	American Commercial Lines LLC
	 	D 981681	 	 	 	TR	 	N/A
	NM  1033	 	American Commercial Lines LLC
	 	D 981682	 	 	 	TR	 	N/A
	NM  1034	 	American Commercial Lines LLC
	 	D 981683	 	 	 	TR	 	N/A
	NM  1035	 	American Commercial Lines LLC
	 	D 981684	 	 	 	TR	 	N/A
	OHT 0009	 	American Commercial Lines LLC
	 	638511	 	 	 	SR	 	N/A
	OR  1125	 	American Commercial Lines LLC
	 	618521	 	 	 	OR	 	N/A
	PC  0105	 	American Commercial Lines LLC
	 	604686	 	 	 	FR	 	N/A
	PC  0110	 	American Commercial Lines LLC
	 	605512	 	 	 	FR	 	N/A
	PN  0131	 	American Commercial Lines LLC
	 	613540	 	 	 	FR	 	N/A
	RR  208B	 	American Commercial Lines LLC
	 	598259	 	 	 	RB	 	N/A
	RR  219B	 	American Commercial Lines LLC
	 	600363	 	 	 	RB	 	N/A
	SE  0001	 	American Commercial Lines LLC
	 	1030815	 	 	 	RB	 	N/A
	WBD 0101	 	American Commercial Lines LLC
	 	618029	 	 	 	FR	 	N/A
	CHEM3200	 	American Commercial Lines LLC
	 	1099732	 	 	 	LR	 	N/A
	CHEM3201	 	American Commercial Lines LLC
	 	1099436	 	 	 	LR	 	N/A
	CHEM3202	 	American Commercial Lines LLC
	 	1099437	 	 	 	LR	 	N/A
	CHEM3700	 	American Commercial Lines LLC
	 	1103728	 	 	 	LB	 	N/A
	CHEM3701	 	American Commercial Lines LLC
	 	CG059268	 	 	 	LB	 	N/A
	K   0001	 	American Commercial Lines LLC
	 	CG003915	 	 	 	WR	 	N/A
	K   0002	 	American Commercial Lines LLC
	 	0004258	 	 	 	WR	 	N/A
	K   0003	 	American Commercial Lines LLC
	 	CG040436	 	 	 	WR	 	N/A
	MEM 234B	 	American Commercial Lines LLC
	 	615411	 	 	 	SB	 	N/A
	ITEL0101	 	American Commercial Lines LLC
	 	603119	 	 	 	SR	 	N/A
	ITEL0116	 	American Commercial Lines LLC
	 	605792	 	 	 	OR	 	N/A
	ITEL0121	 	American Commercial Lines LLC
	 	604707	 	 	 	OR	 	N/A
	JAR 0003	 	American Commercial Lines LLC
	 	552407	 	 	 	TR	 	N/A
	JAR 0004	 	American Commercial Lines LLC
	 	555048	 	 	 	TR	 	N/A
	JAR 0005	 	American Commercial Lines LLC
	 	555049	 	 	 	TR	 	N/A
	ACL97000	 	American Commercial Lines LLC
	 	1051131	 	 	 	RR	 	N/A






 









 










	 	 	 
	  Schedule 4.01(h)1

	 	              Leased Vessels






	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Official	 	Terminal	 	 	 	 
	Vessel Name	 	ACL Business Unit	 	Number	 	Number	 	Vessel Type	 	Appraised Asset Value
	ACL97001	 	American Commercial Lines LLC
	 	1051132	 	 	 	RR	 	N/A
	ACL97002	 	American Commercial Lines LLC
	 	1051133	 	 	 	RR	 	N/A
	ACL97003	 	American Commercial Lines LLC
	 	1051134	 	 	 	RR	 	N/A
	ACL98000	 	American Commercial Lines LLC
	 	1065217	 	 	 	RR	 	N/A
	ACL98001	 	American Commercial Lines LLC
	 	1065218	 	 	 	RR	 	N/A
	ACL98002	 	American Commercial Lines LLC
	 	1065219	 	 	 	RR	 	N/A
	ACL98003	 	American Commercial Lines LLC
	 	1065220	 	 	 	RR	 	N/A
	ACL98004	 	American Commercial Lines LLC
	 	1065221	 	 	 	RR	 	N/A
	ACL98005	 	American Commercial Lines LLC
	 	1065222	 	 	 	FR	 	N/A
	ACL98006	 	American Commercial Lines LLC
	 	1065223	 	 	 	FR	 	N/A
	ACL98007	 	American Commercial Lines LLC
	 	1065224	 	 	 	FR	 	N/A
	ACL98008	 	American Commercial Lines LLC
	 	1065225	 	 	 	FR	 	N/A
	ACL98009	 	American Commercial Lines LLC
	 	1065226	 	 	 	FR	 	N/A
	ACL9800B	 	American Commercial Lines LLC
	 	1065237	 	 	 	FB	 	N/A
	ACL98010	 	American Commercial Lines LLC
	 	1065227	 	 	 	FR	 	N/A
	ACL98011	 	American Commercial Lines LLC
	 	1065228	 	 	 	FR	 	N/A
	ACL98012	 	American Commercial Lines LLC
	 	1065229	 	 	 	FR	 	N/A
	ACL98014	 	American Commercial Lines LLC
	 	1065231	 	 	 	FR	 	N/A
	ACL98015	 	American Commercial Lines LLC
	 	1065232	 	 	 	FR	 	N/A
	ACL98016	 	American Commercial Lines LLC
	 	1065233	 	 	 	FR	 	N/A
	ACL98017	 	American Commercial Lines LLC
	 	1065234	 	 	 	FR	 	N/A
	ACL98018	 	American Commercial Lines LLC
	 	1065235	 	 	 	FR	 	N/A
	ACL98019	 	American Commercial Lines LLC
	 	1065236	 	 	 	FR	 	N/A
	ACL9801B	 	American Commercial Lines LLC
	 	1065238	 	 	 	FB	 	N/A
	ACL9802B	 	American Commercial Lines LLC
	 	1065239	 	 	 	FB	 	N/A
	ACL9803B	 	American Commercial Lines LLC
	 	1065240	 	 	 	FB	 	N/A
	ACL9804B	 	American Commercial Lines LLC
	 	1065241	 	 	 	FB	 	N/A
	ACL9805B	 	American Commercial Lines LLC
	 	1065242	 	 	 	FB	 	N/A
	LF  0501	 	American Commercial Lines LLC
	 	1023497	 	 	 	FR	 	N/A
	LF  0502	 	American Commercial Lines LLC
	 	1023498	 	 	 	FR	 	N/A
	LF  0503	 	American Commercial Lines LLC
	 	1023499	 	 	 	FR	 	N/A
	LF  0504	 	American Commercial Lines LLC
	 	1023500	 	 	 	FR	 	N/A
	LF  0505	 	American Commercial Lines LLC
	 	1023501	 	 	 	FR	 	N/A
	LF  0506	 	American Commercial Lines LLC
	 	1023502	 	 	 	FR	 	N/A
	LF  0507	 	American Commercial Lines LLC
	 	1023503	 	 	 	FR	 	N/A
	LF  0508	 	American Commercial Lines LLC
	 	1023504	 	 	 	FR	 	N/A
	LF  0509	 	American Commercial Lines LLC
	 	1023505	 	 	 	FR	 	N/A
	LF  0510	 	American Commercial Lines LLC
	 	1023506	 	 	 	FR	 	N/A
	LF  0511	 	American Commercial Lines LLC
	 	1023507	 	 	 	FR	 	N/A
	LF  0512	 	American Commercial Lines LLC
	 	1023508	 	 	 	FR	 	N/A
	LF  0513	 	American Commercial Lines LLC
	 	1023509	 	 	 	FR	 	N/A
	LF  0514	 	American Commercial Lines LLC
	 	1023510	 	 	 	FR	 	N/A
	LF  0515	 	American Commercial Lines LLC
	 	1023511	 	 	 	FR	 	N/A
	LF  0516	 	American Commercial Lines LLC
	 	1023512	 	 	 	FR	 	N/A
	LF  0517	 	American Commercial Lines LLC
	 	1023513	 	 	 	FR	 	N/A
	LF  0518	 	American Commercial Lines LLC
	 	1023514	 	 	 	FR	 	N/A
	LF  0519	 	American Commercial Lines LLC
	 	1023515	 	 	 	FR	 	N/A
	LF  0520	 	American Commercial Lines LLC
	 	1023516	 	 	 	FR	 	N/A
	LF  0521	 	American Commercial Lines LLC
	 	1023517	 	 	 	FR	 	N/A
	LF  0522	 	American Commercial Lines LLC
	 	1023518	 	 	 	FR	 	N/A
	LF  0523	 	American Commercial Lines LLC
	 	1023519	 	 	 	FR	 	N/A
	LF  0524	 	American Commercial Lines LLC
	 	1023520	 	 	 	FR	 	N/A
	LF  0525	 	American Commercial Lines LLC
	 	1023521	 	 	 	FR	 	N/A
	LF  101B	 	American Commercial Lines LLC
	 	1021488	 	 	 	FB	 	N/A
	LF  102B	 	American Commercial Lines LLC
	 	1021489	 	 	 	FB	 	N/A
	LF  103B	 	American Commercial Lines LLC
	 	1021490	 	 	 	FB	 	N/A
	LF  104B	 	American Commercial Lines LLC
	 	1021491	 	 	 	FB	 	N/A
	LF  105B	 	American Commercial Lines LLC
	 	1021492	 	 	 	FB	 	N/A
	LF  106B	 	American Commercial Lines LLC
	 	1021493	 	 	 	FB	 	N/A
	LF  107B	 	American Commercial Lines LLC
	 	1021494	 	 	 	FB	 	N/A
	LF  108B	 	American Commercial Lines LLC
	 	1021495	 	 	 	FB	 	N/A
	LF  109B	 	American Commercial Lines LLC
	 	1021496	 	 	 	FB	 	N/A
	LF  110B	 	American Commercial Lines LLC
	 	1021497	 	 	 	FB	 	N/A
	LF  111B	 	American Commercial Lines LLC
	 	1021498	 	 	 	FB	 	N/A
	LF  112B	 	American Commercial Lines LLC
	 	1021499	 	 	 	FB	 	N/A
	LF  113B	 	American Commercial Lines LLC
	 	1021500	 	 	 	FB	 	N/A
	LF  114B	 	American Commercial Lines LLC
	 	1021501	 	 	 	FB	 	N/A
	LF  115B	 	American Commercial Lines LLC
	 	1021502	 	 	 	FB	 	N/A
	LF  116B	 	American Commercial Lines LLC
	 	1021503	 	 	 	FB	 	N/A
	LF  117B	 	American Commercial Lines LLC
	 	1021504	 	 	 	FB	 	N/A
	LF  118B	 	American Commercial Lines LLC
	 	1021506	 	 	 	FB	 	N/A






 









 










	 	 	 
	  Schedule 4.01(h)1

	 	              Leased Vessels






	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Official	 	Terminal	 	 	 	 
	Vessel Name	 	ACL Business Unit	 	Number	 	Number	 	Vessel Type	 	Appraised Asset Value
	LF  119B	 	American Commercial Lines LLC
	 	1021508	 	 	 	FB	 	N/A
	LF  120B	 	American Commercial Lines LLC
	 	1021509	 	 	 	FB	 	N/A
	LF  121B	 	American Commercial Lines LLC
	 	1021510	 	 	 	FB	 	N/A
	LF  122B	 	American Commercial Lines LLC
	 	1021511	 	 	 	FB	 	N/A
	LF  123B	 	American Commercial Lines LLC
	 	1021513	 	 	 	FB	 	N/A
	LF  124B	 	American Commercial Lines LLC
	 	1021514	 	 	 	FB	 	N/A
	LF  125B	 	American Commercial Lines LLC
	 	1021515	 	 	 	FB	 	N/A
	LF  126B	 	American Commercial Lines LLC
	 	1022148	 	 	 	FB	 	N/A
	LF  127B	 	American Commercial Lines LLC
	 	1022149	 	 	 	FB	 	N/A
	LF  128B	 	American Commercial Lines LLC
	 	1022150	 	 	 	FB	 	N/A
	LF  129B	 	American Commercial Lines LLC
	 	1022151	 	 	 	FB	 	N/A
	CT  0101	 	American Commercial Lines LLC
	 	629205	 	 	 	LR	 	N/A
	CT  0102	 	American Commercial Lines LLC
	 	629206	 	 	 	LR	 	N/A
	CCT 0091	 	American Commercial Lines LLC
	 	619369	 	 	 	FR	 	N/A
	CCT 0092	 	American Commercial Lines LLC
	 	619370	 	 	 	FR	 	N/A
	CCT 0093	 	American Commercial Lines LLC
	 	619371	 	 	 	FR	 	N/A
	CCT 0094	 	American Commercial Lines LLC
	 	619372	 	 	 	FR	 	N/A
	CCT 0095	 	American Commercial Lines LLC
	 	619373	 	 	 	FR	 	N/A
	CCT 0096	 	American Commercial Lines LLC
	 	619374	 	 	 	FR	 	N/A
	CCT 0097	 	American Commercial Lines LLC
	 	619375	 	 	 	FR	 	N/A
	CCT 0098	 	American Commercial Lines LLC
	 	619376	 	 	 	FR	 	N/A
	CCT 0099	 	American Commercial Lines LLC
	 	619377	 	 	 	FR	 	N/A
	CCT 0161	 	American Commercial Lines LLC
	 	619394	 	 	 	FB	 	N/A
	CCT 0162	 	American Commercial Lines LLC
	 	619395	 	 	 	FB	 	N/A
	CCT 0163	 	American Commercial Lines LLC
	 	619396	 	 	 	FB	 	N/A
	CCT 0164	 	American Commercial Lines LLC
	 	619397	 	 	 	FB	 	N/A
	CCT 0165	 	American Commercial Lines LLC
	 	619398	 	 	 	FB	 	N/A
	CCT 0166	 	American Commercial Lines LLC
	 	619399	 	 	 	FB	 	N/A
	CCT 0167	 	American Commercial Lines LLC
	 	619400	 	 	 	FB	 	N/A
	CCT 0168	 	American Commercial Lines LLC
	 	619401	 	 	 	FB	 	N/A
	CCT 0170	 	American Commercial Lines LLC
	 	619403	 	 	 	FB	 	N/A
	CCT 0171	 	American Commercial Lines LLC
	 	619404	 	 	 	FB	 	N/A
	CCT 0172	 	American Commercial Lines LLC
	 	619405	 	 	 	FB	 	N/A
	CCT 0173	 	American Commercial Lines LLC
	 	619406	 	 	 	OB	 	N/A
	CCT 0174	 	American Commercial Lines LLC
	 	619407	 	 	 	FB	 	N/A
	CCT 0175	 	American Commercial Lines LLC
	 	619408	 	 	 	FB	 	N/A
	CCT 0176	 	American Commercial Lines LLC
	 	624109	 	 	 	FB	 	N/A
	CCT 0177	 	American Commercial Lines LLC
	 	624110	 	 	 	FB	 	N/A
	CCT 0178	 	American Commercial Lines LLC
	 	624111	 	 	 	FB	 	N/A
	CCT 0179	 	American Commercial Lines LLC
	 	624112	 	 	 	FB	 	N/A
	CCT 0180	 	American Commercial Lines LLC
	 	624113	 	 	 	FB	 	N/A
	CCT 0181	 	American Commercial Lines LLC
	 	624114	 	 	 	FB	 	N/A
	CCT 0182	 	American Commercial Lines LLC
	 	624115	 	 	 	FB	 	N/A
	CCT 0183	 	American Commercial Lines LLC
	 	624116	 	 	 	FB	 	N/A
	CCT 0185	 	American Commercial Lines LLC
	 	624118	 	 	 	FB	 	N/A
	PL  145B	 	American Commercial Lines LLC
	 	614428	 	 	 	SB	 	N/A
	PL  151B	 	American Commercial Lines LLC
	 	596347	 	 	 	FB	 	N/A
	PL  152B	 	American Commercial Lines LLC
	 	612889	 	 	 	FB	 	N/A
	Mary Ann	 	American Commercial Lines LLC
	 	614212	 	 	 	Boat	 	N/A



















 




			
	[*]	 	The asterisk denotes that confidential portions of this Schedule have been omitted in reliance
on Rule 24b-2 of the Securities Exchange Act of 1934. The confidential portions have been
submitted separately to the Securities and Exchange Commission.








Schedule 4.01(h)(2)      Vessels Not Documented Under U.S. Law and Drydocks




	 	 	 	 	 	 	 	 	 
	 	 	Official	 	 	 	 	 	Appraised Asset
	Vessel Name	 	No.	 	ACL Business Unit	 	Vessel Type	 	Value
	DD 10
	 	N/A	 	Jeffboat LLC	 	DryDock	 	[*]
	DD 1A
	 	N/A	 	ACL Transportation Services LLC	 	DryDock	 	[*]
	DD 3
	 	N/A	 	Jeffboat LLC	 	DryDock	 	[*]
	DD 4
	 	N/A	 	ACL Transportation Services LLC	 	DryDock	 	[*]
	DD 7 or DD 7A
	 	N/A	 	ACL Transportation Services LLC	 	DryDock	 	[*]
	DD 8
	 	N/A	 	ACL Transportation Services LLC	 	DryDock	 	[*]
	DD E1002 or DD0007
	 	N/A	 	ACL Transportation Services LLC	 	DryDock	 	[*]
	DD MV2 or DD2
	 	N/A	 	ACL Transportation Services LLC	 	DryDock	 	[*]
	DD PV or NBI 18B
	 	N/A	 	ACL Transportation Services LLC	 	DryDock	 	[*]
	 
	 	 	 	 	 	 	 	 
	ACBL 4333 (former O.N. 614730)
	 	 	 	American Commercial Lines LLC	 	Hopper- Owned	 	[*]
	 
	 	 	 	 	 	 	 	 
	* ACL9900B - ACL9924B
	 	 	 	American Commercial Lines LLC	 	 	 	[*]








 




			
	[*]	 	The asterisk denotes that confidential portions of this Schedule have been omitted in reliance
on Rule 24b-2 of the Securities Exchange Act of 1934. The confidential portions have been
submitted separately to the Securities and Exchange Commission.





 









 









Schedule 4.01(h)(2)      Vessels Not Documented Under U.S. Law and Drydocks




	 	 	 	 	 	 	 	 	 
	 	 	Official	 	 	 	 	 	Appraised Asset
	Vessel Name	 	No.	 	ACL Business Unit	 	Vessel Type	 	Value
	** M/V Nancy Allen, M/V Bill
Joiner, M/V Clydesdale, M/V
Belgian, Spar Barges M 12,
EMT 15, PL 55, CGB 256B, PV
323B, PV 324B, PV 326B, PV
334B, PV 338B, PV 343B.
	 	 	 	ACL Transportation Services LLC	 	 	 	[*]
	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	Total Undocumented Vessels	 	          	 	[*]








 




			
	*	 	These Vessels are in the process of being documented with the U. S. Coast Guard as vessels owned
by American Commercial Lines LLC.
	 
	**	 	The M/V Nancy Allen, M/V Bill Joiner, M/V Clydesdale, M/V Belgian are in the process of bing
documented with the U. S. Coast Guard as Vessels owned by ACL Transportation Services LLC. The 10
Spar Barges mentioned will not be documented.
	 
	[*]	 	The asterisk denotes that confidential portions of this Schedule have been omitted in reliance
on Rule 24b-2 of the Securities Exchange Act of 1934. The confidential portions have been
submitted separately to the Securities and Exchange Commission.





 









 





	 	 	 
	Schedule 4.01(h)(3)
	 	 
	 

	 	Draft Document Dated:
	Owned Real Properties

	 	04/02/2007
	 
	 	 
	REAL PROPERTIES
	 	 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	Last Known Chicago	 	Tax
	 	 	 	 	 	 	 	 	Parish / County /	 	 	 	Title Insurance Source	 	Parcel
	Property	 	Owner Company	 	Facility Name / Use	 	Street Address	 	State	 	Description	 	Order No.	 	Numbers
	1

	 	American Commercial Lines LLC

(f/k/a American Commercial Barge Line LLC)
	 	Corporate Office Buildings
and Land
	 	1701 East Market Street,
Jeffersonville, Indiana
47130
	 	State of Indiana,
County of Clark
	 	22 +/- Acres
	 	CSU 122404199	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	2

	 	Jeffboat LLC
	 	Shipyard
	 	1030 East Market Street,
Jeffersonville, Indiana
47130
	 	State of Indiana,
County of Clark
	 	86 +/- Acres
	 	CSU 122424200	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3

	 	ACL Transportation Services LLC

(f/k/a Louisiana Dock Company LLC)
	 	Cairo Fleet
	 	14614 Ohio River Levee
Road, Cairo, Illinois
62914
	 	State of Illinois,
County of Alexander
	 	37 +/- Acres
	 	CSU 122404198	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	4

	 	ACL Transportation Services LLC

(f/k/a Louisiana Dock Company LLC)
	 	Harahan Fleet
	 	5800 River Road, Harahan,
Louisiana 70123
	 	State of Louisiana,
Parish of Jefferson
	 	80 +/- Acres
	 	CSU 122404202	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	5

	 	ACL Transportation Services LLC

(f/k/a Louisiana Dock Company LLC)
	 	Marrero Fleet
	 	7000 River Road, Marrero,
Louisiana 70072
	 	State of Louisiana,
Parish of West Baton Rouge
	 	? +/- Acres (2,556
Feet River Frontage)
	 	CSU 122404197	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	6

	 	ACL Transportation Services LLC

(f/k/a Louisiana Dock Company LLC)
	 	Armant Fleet
	 	3232 Louisiana Hwy 18, P.
O. Box 910, Vacherie,
Louisiana 70090
	 	
State of Louisiana,
Parish of St. James
	 	
? +/- Acres (10,
726 Feet River
Frontage)
	 	CSU 12404203	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	7

	 	ACL Transportation Services LLC

(f/k/a Louisiana Dock Company LLC)
	 	Louisville Fleet / Shop Barge
	 	2031 River Road,
Louisville, Kentucky 40206
	 	State of Kentucky,
County of Jefferson
	 	Martin Marietta and
other 5.98 +/-
acres
	 	CSU 122404201	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	8

	 	ACL Transportation Services LLC

(f/k/a Louisiana Dock Company LLC)
	 	St. Louis Shipyard / Fleet
	 	750 East Davis Street, St.
Louis, Missouri 63111
	 	State of Missouri,
County of
	 	? +/- Acres
	 	CSU 122404204	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9

	 	ACL Transportation Services LLC

(f/k/a Louisiana Dock Company LLC)
	 	Permanent Mooring Easement
	 	Confluence of Missouri and
Missippi Rivers
	 	State of Missouri,
County of St.
Charles
	 	 	 	First American
Title Insurance
Company Policy No.
OP 123748	 	 






 









 





	 	 	 
	Schedule 4.01(h)(3)
	 	 
	 

	 	Draft Document Dated:
	Owned Real Properties

	 	04/02/2007
	 
	 	 
	REAL PROPERTIES
	 	 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	Last Known Chicago	 	Tax
	 	 	 	 	 	 	 	 	Parish / County /	 	 	 	Title Insurance Source	 	Parcel
	Property	 	Owner Company	 	Facility Name / Use	 	Street Address	 	State	 	Description	 	Order No.	 	Numbers
	10

	 	ACL Transportation Services LLC

(f/k/a Louisiana Dock Company LLC)
	 	Merrimac Island - Unimproved
Land (Island in middle of
river)
	 	Lot a, Section 11, Township
27, Range 22, Minneapolis,
Minnesota
	 	State of Minnesota,
County of Dakota
	 	Island. Often 1/2
or more under
water. No value.
No use. We
acquired this
property during a
previous
acquisition.
	 	Unused Land, Cannot
be developed.
Never added to any
mortgage. Not
Surveyed, No Title
Commitment ever
done.	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	11

	 	ACL Transportation Services LLC

(f/k/a Louisiana Dock Company LLC)
	 	South Point Fleet
	 	Second Street Extension,

South Point, Ohio 45680
	 	State of Ohio,
County of Lawrence
	 	9 +/- Acres
	 	N/A Not Done for
BofA Mortgage	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	12

	 	ACL Transportation Services LLC

(f/k/a Louisiana Dock Company LLC)
	 	Arkansas Fleet
(Non-Operating)
	 	West Memphis, Arkansas 72301
	 	State of Arkansas,
County of
Crittenden
	 	6.29 +/- Acres and
Land Easement, 1.9
+/- Acres
	 	CSU 122404314	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	13

	 	ACL Transportation Services LLC

(f/k/a American Commercial Terminals LLC)
	 	Western Terminal
	 	5500 Hall Street, P. O. Box
22708, St. Louis, Missouri
63147
	 	State of Missouri,
County of
	 	 	 	CSU 122404205	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	14

	 	ACL Transportation Services LLC
(f/k/a American Commercial Terminals LLC
and American Commercial Terminals-Memphis
LLC)
	 	Memphis Terminal
	 	427 West Illinois Avenue,
Memphis, Tennessee 37106
	 	State of Tennessee,
County of Shelby
	 	 	 	Fidelity National
Title Insurance
Company of NY,
Commitment No.
20040302	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	15

	 	ACL Transportation Services LLC
(f/k/a Louisiana Dock Company LLC and
Houston Fleet LLC)
	 	Houston Fleet
	 	16526 Dezavala Road,
Channelview, Texas 77530
	 	State of Texas,
County of Harris
	 	32 +/- Acres
	 	CSU 122404316	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	16

	 	ACL Transportation Services LLC

(f/k/a Louisiana Dock Company LLC)
	 	New Orleans Condominium
	 	1750 St. Charles Avenue,

Unit 418, New Orleans, LA
70130
	 	State of Louisiana,
Parish of Orleans
	 	Condominium Unit #
418, together with
its undivided
..4319% appurtenant
common element
interests & parking
Space No. 734.
	 	N/A - Purchased
12/30/2005	 	 






 









 





			
	[*]	 	The asterisk denotes that confidential portions of this Schedule have been omitted in reliance
on Rule 24b-2 of the Securities Exchange Act of 1934. The confidential portions have been
submitted separately to the Securities and Exchange Commission.




Schedule 4.01(h)(3) Real Property — Leased



LEASED REAL PROPERTIES




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	Approximate	 	 	 	 	 	 
	 	 	Company	 	Lessor	 	Location Name	 	Term	 	Lineal Feet	 	Description / Use	 	[*]	 	[*]
	3001

	 	ACLTS (f/k/a ACT)
	 	[*]
	 	St. Louis, MO
	 	[*]
	 	[*]
	 	N/A
	 	Industrial Track Usage
Agreement at ACT Western
	 	[*]
	 	[*]
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3002

	 	ACLTS (f/k/a ACT)
	 	[*]
	 	St. Louis, MO
	 	[*]
	 	[*]
	 	N/A
	 	Roadway access agreement.
	 	[*]
	 	[*]
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3003

	 	ACLTS (f/k/a ACT)
	 	[*]
	 	St. Louis, MO
	 	[*]
	 	[*]
	 	+/- 2400 lin. Ft.
	 	Fleet lease for mooring
/ riparian rights on the
Mississippi River at or
near St. Louis,
Missouri.
	 	[*]
	 	[*]
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3004

	 	ACLTS (f/k/a

Houston Fleet LLC)
	 	[*]
	 	Channelview, TX
	 	[*]
	 	[*]
	 	+/- 13 acres
	 	Fleet /Access Agreement
	 	[*]
	 	[*]
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3005

	 	ACLTS (f/k/a LDC)
	 	[*]
	 	Baton Rouge, LA
	 	[*]
	 	[*]
	 	+/- 13700 lin. Ft.
	 	Fleet lease for mooring
/ riparian rights on the
Missippi River at or
near Baton Rouge,
Louisiana.
	 	[*]	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3006

	 	ACLTS (f/k/a LDC)
	 	[*]
	 	Cairo, IL
	 	[*]
	 	[*]
	 	+/- 2700 lin. Ft.
	 	Fleet lease for mooring
/ riparian rights on the
Ohio River at or near
Cairo, Illinois.
	 	[*]
	 	[*]
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3007

	 	ACLTS (f/k/a LDC)
	 	[*]
	 	Cairo, IL
	 	[*]
	 	[*]
	 	+/- 4000 lin. Ft.
	 	Fleet lease for mooring
/ riparian rights on the
Ohio River at or near
Cairo, Illinois.
	 	[*]	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3008

	 	ACLTS (f/k/a LDC)
	 	[*]
	 	Cairo, IL
	 	[*]
	 	[*]
	 	+/- 3453 lin. Ft.
	 	Fleet lease for mooring
/ riparian rights on the
Ohio River at or near
Cairo, Illinois.
	 	[*]	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3009

	 	ACLTS (f/k/a LDC)
	 	[*]
	 	Cairo, IL
	 	[*]
	 	[*]
	 	+/- 2000 lin Ft.
	 	Fleet lease for mooring
/ riparian rights on the
Ohio River at or near
Cairo, Illinois.
	 	[*]
	 	[*]
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3010

	 	ACLTS (f/k/a LDC)
	 	[*]
	 	Cairo, IL
	 	[*]
	 	[*]
	 	+/- 2500 lin. Ft.
	 	Fleet lease for mooring
/ riparian rights on the
Ohio River at or near
Cairo, Illinois.
	 	[*]	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3011

	 	ACLTS (f/k/a LDC)
	 	[*]
	 	Cairo, IL
	 	[*]
	 	[*]
	 	+/- 5700 lin. Ft.
	 	Fleet lease for mooring
/ riparian rights on the
Ohio River at or near
Cairo, Illinois.
	 	[*]	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3012

	 	ACLTS (f/k/a LDC)
	 	[*]
	 	Cairo, IL
	 	[*]
	 	[*]
	 	+/- 1000 lin. Ft.
	 	Fleet lease for mooring
/ riparian rights on the
Ohio River at or near
Cairo, Illinois.
	 	 	 	[*]








 




			
	[*]	 	The asterisk denotes that confidential portions of this Schedule have been omitted in reliance
on Rule 24b-2 of the Securities Exchange Act of 1934. The confidential portions have been
submitted separately to the Securities and Exchange Commission.




Page 1









 





Schedule 4.01(h)(3) Real Property — Leased



LEASED REAL PROPERTIES




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	Approximate	 	 	 	 	 	 
	 	 	Company	 	Lessor	 	Location Name	 	Term	 	Lineal Feet	 	Description / Use	 	[*]	 	[*]
	3013

	 	ACLTS (f/k/a LDC)
	 	[*]
	 	Cairo, IL
	 	[*]
	 	[*]
	 	+/- 2000 lin. Ft.
	 	Fleet lease for mooring
/ riparian rights on the
Ohio River at or near
Cairo, Illinois.
	 	[*]	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3014

	 	ACLTS (f/k/a LDC)
	 	[*]
	 	Davant Fleet
	 	[*]
	 	[*]
	 	+/- 2897 lin. Ft.
	 	Fleet lease for mooring
/riparian rights on the
Mississippi River at or
near Davant, Louisiana.
	 	[*]
	 	[*]
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3015

	 	ACLTS (f/k/a LDC)
	 	[*]
	 	Harahan, LA
	 	[*]
	 	[*]
	 	 	 	Fleet lease for mooring
/ riparian rights on the
Mississippi River at or
near Harahan, Louisiana.
	 	[*]
	 	[*]
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3016

	 	ACLTS (f/k/a LDC)
	 	[*]
	 	Harahan, LA
	 	[*]
	 	[*]
	 	+/- 1490 lin. Ft.
	 	Fleet lease for mooring
/ riparian rights on the
Mississippi River at or
near Harahan, Louisiana.
	 	[*]	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3017

	 	ACLTS (f/k/a LDC)
	 	[*]
	 	Harahan, LA
	 	[*]
	 	[*]
	 	+/- 2680 lin. Ft.
	 	Fleet lease for mooring
/ riparian rights on the
Mississippi River at or
near Harahan, Louisiana.
	 	[*]	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3018

	 	ACLTS (f/k/a LDC)
	 	[*]
	 	Henderson, KY
	 	[*]
	 	[*]
	 	+/- 2200 lin Ft.
	 	Fleet lease for property
on the Green River in
Henderson Co. Kentucky.
	 	[*]
	 	[*]
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3019

	 	ACLTS (f/k/a LDC)
	 	[*]
	 	Lemont, IL
	 	[*]
	 	[*]
	 	 	 	Fleet lease for mooring
/ riparian rights on the
Illinois River at or
near Lemont, Illinois
	 	[*]	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3020

	 	ACLTS (f/k/a LDC)
	 	[*]
	 	Lemont, IL
	 	[*]
	 	[*]
	 	 	 	Fleet lease for mooring
/ riparian rights on the
Illinois River at or
near Lemont, Illinois
	 	[*]
	 	[*]
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3021

	 	ACLTS (f/k/a LDC)
	 	[*]	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3022

	 	ACLTS (f/k/a LDC)
	 	[*]	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3023

	 	ACLTS (f/k/a LDC)
	 	[*]
	 	Lemont, IL
	 	[*]
	 	[*]
	 	 	 	Fleet lease for mooring
/ riparian rights on the
Illinois River at or
near Lemont, Illinois
	 	[*]
	 	[*]
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3024

	 	ACLTS (f/k/a LDC)
	 	[*]
	 	Louisville, KY
	 	[*]
	 	[*]
	 	+/- 2400 lin. Ft.
	 	Fleet lease for property
on the Ohio River at or
near Louisville,
Kentucky.
	 	[*]
	 	[*]








 




			
	[*]	 	The asterisk denotes that confidential portions of this Schedule have been omitted in reliance
on Rule 24b-2 of the Securities Exchange Act of 1934. The confidential portions have been
submitted separately to the Securities and Exchange Commission.




Page 2









 





Schedule 4.01(h)(3) Real Property — Leased



LEASED REAL PROPERTIES




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	Approximate	 	 	 	 	 	 
	 	 	Company	 	Lessor	 	Location Name	 	Term	 	Lineal Feet	 	Description / Use	 	[*]	 	[*]
	3025

	 	ACLTS (f/k/a LDC)
	 	[*]
	 	Louisville, KY
	 	[*]
	 	[*]
	 	+/- 2400 lin. Ft.
	 	Fleet lease for property
on the Ohio River at or
near Louisville,
Kentucky.
	 	[*]
	 	[*]
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3026

	 	ACLTS (f/k/a LDC)
	 	[*]
	 	Louisville, KY
	 	[*]
	 	[*]
	 	10,200 Sq. Ft.
	 	Lease of Building No. 6
of River Green Business
Park.
	 	[*]
	 	[*]
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3027

	 	ACLTS (f/k/a LDC)
	 	[*]
	 	Louisville, KY
	 	[*]
	 	[*]
	 	+/- 400 lin. Ft.
	 	Fleet lease for property
on the Ohio River at or
near Louisville,
Kentucky.
	 	[*]
	 	[*]
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3028

	 	ACLTS (f/k/a LDC)
	 	[*]
	 	South Point, OH
	 	[*]
	 	[*]
	 	+/- 205 lin. Ft.
	 	Fleet lease for mooring
/ riparian rights on the
Ohio River at or near
South Point, Ohio.
	 	[*]
	 	[*]
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3029

	 	ACLTS (f/k/a LDC)
	 	[*]
	 	South Point, OH
	 	[*]
	 	[*]
	 	+/- 100 lin. Ft.
	 	Fleet lease for mooring
/ riparian rights on the
Ohio River at or near
South Point, Ohio.
	 	[*]
	 	[*]
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3030

	 	ACLTS (f/k/a LDC)
	 	[*]
	 	South Point, OH
	 	[*]
	 	[*]
	 	+/- 2820 lin. Ft.
	 	Fleet lease for mooring
/ riparian rights on the
Ohio River at or near
South Point, Ohio.
	 	[*]
	 	[*]
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3031

	 	ACLTS (f/k/a LDC)
	 	[*]
	 	South Point, OH
	 	[*]
	 	[*]
	 	+/- 8 lin. Ft.
	 	Fleet lease for mooring
/ riparian rights on the
Ohio River at or near
South Point, Ohio.
	 	[*]
	 	[*]
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3032

	 	ACLTS (f/k/a LDC)
	 	[*]
	 	South Point, OH
	 	[*]
	 	[*]
	 	+/- 748 lin. Ft.
	 	Fleet lease for mooring
/ riparian rights on the
Ohio River at or near
South Point, Ohio.
	 	[*]
	 	[*]
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3033

	 	ACLTS (f/k/a LDC)
	 	[*]
	 	South Point, OH
	 	[*]
	 	[*]
	 	+/- 130 lin. Ft.
	 	Fleet lease for mooring
/ riparian rights on the
Ohio River at or near
South Point, Ohio.
	 	[*]
	 	[*]
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3034

	 	ACLTS (f/k/a LDC)
	 	[*]
	 	South Point, OH
	 	[*]
	 	[*]
	 	+/- 525 lin. Ft.
	 	Fleet lease for mooring
/ riparian rights on the
Ohio River at or near
South Point, Ohio.
	 	[*]
	 	[*]
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3035

	 	ACLTS (f/k/a LDC)
	 	[*]
	 	South Point, OH
	 	[*]
	 	[*]
	 	+/- 200 lin. Ft.
	 	Fleet lease for mooring
/ riparian rights on the
Ohio River at or near
South Point, Ohio.
	 	[*]
	 	[*]








 




			
	[*]	 	The asterisk denotes that confidential portions of this Schedule have been omitted in reliance
on Rule 24b-2 of the Securities Exchange Act of 1934. The confidential portions have been
submitted separately to the Securities and Exchange Commission.




Page 3









 





Schedule 4.01(h)(3) Real Property — Leased



LEASED REAL PROPERTIES




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	Approximate	 	 	 	 	 	 
	 	 	Company	 	Lessor	 	Location Name	 	Term	 	Lineal Feet	 	Description / Use	 	[*]	 	[*]
	3036

	 	ACLTS (f/k/a LDC)
	 	[*]
	 	St. Louis, MO
	 	[*]
	 	[*]
	 	+/- 1392 lin. Ft.
	 	Fleet lease for mooring
/ riparian rights on the
Mississippi River at or
near St. Louis,
Missouri.
	 	[*]
	 	[*]
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3037

	 	ACLTS (f/k/a LDC)
	 	[*]
	 	St. Louis, MO
	 	[*]
	 	[*]
	 	+/- 1586 lin. Ft.
	 	Fleet lease for mooring
/ riparian rights on the
Mississippi River at or
near St. Louis,
Missouri.
	 	[*]
	 	[*]
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3038

	 	ACLTS (f/k/a LDC)
	 	[*]
	 	St. Louis, MO
	 	[*]
	 	[*]
	 	+/- 1622 lin. Ft.
	 	Fleet lease for mooring
/ riparian rights on the
Mississippi River at or
near St. Louis,
Missouri.
	 	[*]	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3039

	 	ACLTS (f/k/a LDC)
	 	[*]
	 	St. Louis, MO
	 	[*]
	 	[*]
	 	+/- 1000 lin. Ft.
	 	Fleet lease for mooring
/ riparian rights on the
Mississippi River at or
near St. Louis,
Missouri.
	 	[*]
	 	[*]
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3040

	 	ACLTS (f/k/a LDC)
	 	[*]
	 	St. Louis, MO
	 	[*]
	 	[*]
	 	Mooring Cells Lease
	 	Fleet lease for mooring
/ riparian rights on the
Mississippi River at or
near St. Louis,
Missouri.
	 	[*]
	 	[*]
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3041

	 	ACLTS (f/k/a LDC)
	 	[*]
	 	Welcome, LA
	 	[*]
	 	[*]
	 	+/- 440 lin Ft.
	 	Fleet lease for mooring
/ riparian rights on the
Mississippi River at or
near Welcome, Lousiana.
	 	[*]
	 	[*]
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3042

	 	ACLTS (f/k/a LDC)
	 	[*]
	 	Welcome, LA
	 	[*]
	 	[*]
	 	+/- 96 lin Ft.
	 	Fleet lease for mooring
/ riparian rights on the
Mississippi River at or
near Welcome, Lousiana.
	 	[*]
	 	[*]
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3043

	 	ACLTS (f/k/a LDC)
	 	[*]
	 	Welcome, LA
	 	[*]
	 	[*]
	 	+/- 96 lin Ft.
	 	Fleet lease for mooring
/ riparian rights on the
Mississippi River at or
near Welcome, Lousiana.
	 	[*]
	 	[*]
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3044

	 	ACLTS (f/k/a LDC)
	 	[*]
	 	Welcome, LA
	 	[*]
	 	[*]
	 	+/- 250 lin. Ft.
	 	Fleet lease for mooring
/ riparian rights on the
Mississippi River at or
near Welcome, Lousiana.
	 	[*]
	 	[*]
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3045

	 	ACLTS (f/k/a LDC)
	 	[*]
	 	Welcome, LA
	 	[*]
	 	[*]
	 	+/- 192 lin Ft.
	 	Fleet lease for mooring
/ riparian rights on the
Mississippi River at or
near Welcome, Lousiana.
	 	[*]
	 	[*]








 




			
	[*]	 	The asterisk denotes that confidential portions of this Schedule have been omitted in reliance
on Rule 24b-2 of the Securities Exchange Act of 1934. The confidential portions have been
submitted separately to the Securities and Exchange Commission.




Page 4









 






Schedule 4.01(h)(3) Real Property — Leased



LEASED REAL PROPERTIES




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	Approximate	 	 	 	 	 	 
	 	 	Company	 	Lessor	 	Location Name	 	Term	 	Lineal Feet	 	Description / Use	 	[*]	 	[*]
	3046

	 	ACLTS (f/k/a LDC)
	 	[*]
	 	Welcome, LA
	 	[*]
	 	[*]
	 	+/- 224.7 lin Ft.
	 	Fleet lease for mooring
/ riparian rights on the
Mississippi River at or
near Welcome, Lousiana.
	 	[*]
	 	[*]
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3047

	 	ACLTS (f/k/a LDC)
	 	[*]
	 	Welcome, LA
	 	[*]
	 	[*]
	 	+/- 96 lin Ft.
	 	Fleet lease for mooring
/ riparian rights on the
Mississippi River at or
near Welcome, Lousiana.
	 	[*]
	 	[*]
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3048

	 	ACLTS (f/k/a LDC)
	 	[*]
	 	Welcome, LA
	 	[*]
	 	[*]
	 	Part of Lease # 4
	 	Fleet lease for mooring
/ riparian rights on the
Mississippi River at or
near Welcome, Lousiana.
	 	[*]
	 	[*]
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3049

	 	ACLTS (f/k/a LDC)
	 	[*]
	 	Welcome, LA
	 	[*]
	 	[*]
	 	+/- 96 lin Ft.
	 	Fleet lease for mooring
/ riparian rights on the
Mississippi River at or
near Welcome, Lousiana.
	 	[*]
	 	[*]
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3050

	 	ACLTS (f/k/a LDC)
	 	[*]
	 	Welcome, LA
	 	[*]
	 	[*]
	 	+/- 351 lin Ft.
	 	Fleet lease for mooring
/ riparian rights on the
Mississippi River at or
near Welcome, Lousiana.
	 	[*]
	 	[*]
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3051

	 	ACLTS (f/k/a LDC)
	 	[*]
	 	Welcome, LA
	 	[*]
	 	[*]
	 	+/- 192 lin Ft.
	 	Fleet lease for mooring
/ riparian rights on the
Mississippi River at or
near Welcome, Lousiana.
	 	[*]
	 	[*]
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3052

	 	ACLTS (f/k/a LDC)
	 	[*]
	 	Welcome, LA
	 	[*]
	 	[*]
	 	+/- 387.5 lin Ft.
	 	Fleet lease for mooring
/ riparian rights on the
Mississippi River at or
near Welcome, Lousiana.
	 	[*]
	 	[*]
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3053

	 	ACLTS (f/k/a LDC)
	 	[*]
	 	Welcome, LA
	 	[*]
	 	[*]
	 	Part of Lease # 4
	 	Fleet lease for mooring
/ riparian rights on the
Mississippi River at or
near Welcome, Lousiana.
	 	[*]
	 	[*]
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3054

	 	ACLTS (f/k/a LDC)
	 	[*]
	 	Welcome, LA
	 	[*]
	 	[*]
	 	+/- 336 lin. Ft.
	 	Fleet lease for mooring
/ riparian rights on the
Mississippi River at or
near
	 	[*]
	 	[*]
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3055

	 	ACLTS (f/k/a LDC)
	 	[*]
	 	Welcome, LA
	 	[*]
	 	[*]
	 	+/- 1712 lin. Ft.
	 	Fleet lease for mooring
/ riparian rights on the
Mississippi River at or
near Welcome, Lousiana.
	 	[*]
	 	[*]








 




			
	[*]	 	The asterisk denotes that confidential portions of this Schedule have been omitted in reliance
on Rule 24b-2 of the Securities Exchange Act of 1934. The confidential portions have been
submitted separately to the Securities and Exchange Commission.




Page 5









 





Schedule 4.01(h)(3) Real Property — Leased



LEASED REAL PROPERTIES




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	Approximate	 	 	 	 	 	 
	 	 	Company	 	Lessor	 	Location Name	 	Term	 	Lineal Feet	 	Description / Use	 	[*]	 	[*]
	3056

	 	ACLTS (f/k/a LDC)
	 	[*]
	 	Welcome, LA
	 	[*]
	 	[*]
	 	+/- 110 lin Ft.
	 	Fleet lease for mooring
/ riparian rights on the
Mississippi River at or
near Welcome, Lousiana.
	 	[*]
	 	[*]
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3057

	 	ACLTS (f/k/a LDC)
	 	[*]
	 	Welcome, LA
	 	[*]
	 	[*]
	 	+/- 96 lin Ft.
	 	Fleet lease for mooring
/ riparian rights on the
Mississippi River at or
near Welcome, Lousiana.
	 	[*]
	 	[*]
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3058

	 	ACLTS (f/k/a LDC)
	 	[*]
	 	Welcome, LA
	 	[*]
	 	[*]
	 	+/- 96 lin Ft.
	 	Fleet lease for mooring
/ riparian rights on the
Mississippi River at or
near Welcome, Lousiana.
	 	[*]
	 	[*]
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3059

	 	ACLTS (f/k/a LDC)
	 	[*]
	 	Welcome, LA
	 	[*]
	 	[*]
	 	+/- 307 lin Ft.
	 	Fleet lease for mooring
/ riparian rights on the
Mississippi River at or
near Welcome, Lousiana.
	 	[*]
	 	[*]
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3060

	 	ACLTS (f/k/a LDC)
	 	[*]
	 	Welcome, LA
	 	[*]
	 	[*]
	 	+/- 96 lin Ft.
	 	Fleet lease for mooring
/ riparian rights on the
Mississippi River at or
near Welcome, Lousiana.
	 	[*]
	 	[*]
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3061

	 	ACLTS (f/k/a LDC)
	 	[*]
	 	Welcome, LA
	 	[*]
	 	[*]
	 	+/- 96 lin Ft.
	 	Fleet lease for mooring
/ riparian rights on the
Mississippi River at or
near Welcome, Lousiana.
	 	[*]
	 	[*]
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3062

	 	Jeffboat
	 	[*]
	 	Jeffersonville, IN
	 	[*]
	 	[*]
	 	+/- 3.722 Acres
	 	Property lease adjacent
to Jeffboat.
	 	[*]
	 	[*]








 




			
	[*]	 	The asterisk denotes that confidential portions of this Schedule have been omitted in reliance
on Rule 24b-2 of the Securities Exchange Act of 1934. The confidential portions have been
submitted separately to the Securities and Exchange Commission.





Page 6











 





Schedule 4.01(k) Multiemployer Plans





	 	1.	 	UMWA Health and Retirements Fund Plan.





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Schedule 4.01(o) Subsidiaries




     Subsidiaries of American Commercial Lines Inc. (Parent)



	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Number of Equity Securities
	 	 	 	 	 	 	 	 	Owned
	 	 	 	 	Equity	 	Number of Shares	 	by Parent/ Percentage/
	Subsidiary	 	Jurisdiction	 	Classes	 	Issued/Outstanding	 	Direct/Indirect
	American Barge Line
Company (“ABLC”)

	 	Delaware
	 	Common Stock
	 	10/1000
	 	10/100%/Directly
	 
	 	 	 	 	 	 	 	 
	Commercial Barge
Line Company
(“CBLC”)

	 	Delaware
	 	 	 	10/1000
	 	10/100%/Indirect (100%

owned by ABLC)
	 
	 	 	 	 	 	 	 	 
	Jeffboat LLC

	 	Delaware
	 	Membership Interests
	 	100/100
	 	100/100%/Indirect (100%

owned by CBLC)
	 
	 	 	 	 	 	 	 	 
	American Commercial
Lines LLC (“ACL”)

	 	Delaware
	 	Membership Interests
	 	100/100
	 	100/100%/Indirect (100%

owned by CBLC)
	 
	 	 	 	 	 	 	 	 
	ACL Transportation 

Services LLC

	 	Delaware
	 	Membership Interests
	 	100/100
	 	100/100%/Indirect (100%

owned by CBLC)
	 
	 	 	 	 	 	 	 	 
	American Commercial 

Barge Line LLC

	 	Delaware
	 	Membership Interests
	 	100/100
	 	100/100%/Indirect (100%

owned by ACL)
	 
	 	 	 	 	 	 	 	 
	ACL Finance
Corp.

	 	Delaware
	 	Membership Interests
	 	100/100
	 	100/100%/Indirect (100%

owned by ACL)
	 
	 	 	 	 	 	 	 	 
	American Commercial 

Lines International 

LLC

	 	Delaware
	 	Membership Interests
	 	100/100
	 	100/100%Indirect (100%

owned by ACL)






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	[*]	 	The asterisk denotes that confidential portions of this Schedule have been omitted in reliance
on Rule 24b-2 of the Securities Exchange Act of 1934. The confidential portions have been
submitted separately to the Securities and Exchange Commission.




CERTIFICATE NO: ACL-WELLS 06/07
Wells Fargo Bank 
Page 1 of 2




Schedule 4.01(u) Insurance




	 	 	 	 	 	 	 	 	 
	Coverage	 	Limit of Liability	 	Term	 	Carrier	 	Policy No.
	Hull & Machinery

	 	[*]
	 	11/01/06 – 4/01/08
	 	[*]
	 	HNY00006-2006
	 
	 	 	 	 	 	 	 	 
	Protection & Indemnity

	 	[*]
	 	11/01/06 – 4/01/08
	 	[*]
	 	HNY00006-2006
	 
	 	 	 	 	 	 	 	 
	Primary Marine Liabilities

	 	[*]
	 	11/01/06 – 4/01/08
	 	[*]
	 	HNY00006-2006
	 
	 	 	 	 	 	 	 	 
	Commercial Automobile

	 	[*]
	 	06/30/06 – 06/30/07
	 	[*]
	 	P-810-330D108A-TIL-05


PO-CAP-330D1110-05
	 
	 	 	 	 	 	 	 	 
	Property – Primary

	 	[*]
	 	6/30/06
 6/30/07
	 	[*]
	 	7179932
	 
	 	 	 	 	 	 	 	 
	Excess Property

	 	[*]
	 	06/30/06 – 06/30/07
	 	[*]
	 	WB0600725

1180928
	 
	 	 	 	 	 	 	 	 
	Pollution Legal Liability

	 	[*]
	 	01/24/08 – 01/24/10
	 	[*]
	 	PLS2190171
	 
	 	 	 	 	 	 	 	 
	Workers’ Compensation
and Employer’s Liability
USL & H

	 	[*]
	 	10/01/06 – 10/01/07
	 	[*]
	 	35200
	 
	 	 	 	 	 	 	 	 
	Workers’ Compensation
and Employer’s Liability
State

	 	[*]
	 	10/01/06 – 10/01/07
	 	[*]
	 	D274W00057








 




			
	[*]	 	The asterisk denotes that confidential portions of this Schedule have been omitted in reliance
on Rule 24b-2 of the Securities Exchange Act of 1934. The confidential portions have been
submitted separately to the Securities and Exchange Commission.




 









 










	 	 	 	 	 	 	 	 	 
	Coverage	 	Limit of Liability	 	Term	 	Carrier	 	Policy No.
	Pollution (Vessel)

	 	[*]
	 	7/30/06 – 7/30/07
	 	[*]
	 	3927083
	 
	 	 	 	 	 	 	 	 
	Bumbershoot (1st Layer)

	 	[*]
	 	7/30/06 – 7/30/07
	 	[*]
	 	PAO602076
	 
	 	 	 	 	 	 	 	 
	Bumbershoot (2nd Layer)

	 	[*]
	 	7/30/06 – 7/30/07
	 	[*]
	 	NO1248716

NY473362001

LNY000032006
	 
	 	 	 	 	 	 	 	 
	Bumbershoot (3rd Layer)

	 	[*]
	 	7/30/06 – 7/30/07
	 	[*]
	 	NO1748126

NY473374001

LNY000042006

N5JH11210

7322002
	 
	 	 	 	 	 	 	 	 
	Bumbershoot (4th
Layer)

	 	[*]
	 	7/30/06 – 7/30/07
	 	[*]
	 	PAO602076








 




			
	[*]	 	The asterisk denotes that confidential portions of this Schedule have been omitted in reliance
on Rule 24b-2 of the Securities Exchange Act of 1934. The confidential portions have been
submitted separately to the Securities and Exchange Commission.






 











 





Schedule 4.01(v) Agreements With Affiliates, Etc.



None.




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Schedule 4.01(x) Environmental Matters



Please refer to American Commercial Lines Inc. Form 10-K, Annual Report Pursuant to Section 13 OR
15(d) of the Securities Exchange Act of 1933, For the fiscal year ended December 31, 2006.




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Schedule 5.02(a) Existing Indebtedness



None.




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Schedule 5.02(b) Existing Liens



1. Liens granted to NRG pursuant to the NRG Agreements (as defined in the Credit Agreement).



2. Liens evidenced by the following UCC filings in the Delaware Department of State:




	 	 	 	 	 	 	 	 	 
	 	 	 	 	Date of	 	File	 	Type of
	Debtor	 	Secured Party	 	Filing	 	Number	 	Filing
	American Commercial 

Lines LLC

	 	Edwards Enterprises, L.L.C.
DBA Paducah Rigging
	 	1/23/2003
	 	#3019578 7
	 	UCC-1
	 
	 	 	 	 	 	 	 	 
	Jeffboat LLC

	 	Supplypro, Inc.
	 	10/4/2002
	 	#2256216 7
	 	UCC-1
	 
	 	 	 	 	 	 	 	 
	Jeffboat LLC

	 	Edwards Enterprises, L.L.C.
DBA Paducah Rigging
	 	1/23/2003
	 	#3019578 7
	 	UCC-1
	 
	 	 	 	 	 	 	 	 
	Jeffboat LLC

	 	Suffolk Barge Line Inc.
	 	2/20/2003
	 	#3042273 6
	 	UCC-1
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	2/14/2005
	 	#5049234 9
	 	UCC-Amendment
	 
	 	 	 	 	 	 	 	 
	American Commercial 

Barge Lines LLC

	 	LaSalle National Leasing

Corporation
	 	7/24/2000
	 	#0047414
	 	UCC-1
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	3/31/2005
	 	#5088387 7
	 	UCC-Continuation
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	7/11/2005
	 	#5222485 6
	 	UCC-Assignment
	 
	 	 	 	 	 	 	 	 
	American Commercial 

Barge Lines LLC

	 	TA Marine V, Inc.
	 	9/29/2000
	 	#0065360
	 	UCC-1
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	6/3/2002
	 	#2163158 3
	 	UCC-Amendment
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	7/1/2005
	 	#5203975 9
	 	UCC-Amendment
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	7/1/2005
	 	#5203996 5
	 	UCC-Continuation
	 
	 	 	 	 	 	 	 	 
	American Commercial 

Barge Lines LLC

	 	TA Marine V, Inc.
	 	12/20/2000
	 	#0088654
	 	UCC-1
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	6/3/2002
	 	#2163173 2
	 	UCC-Amendment
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	12/20/2005
	 	#5395421 2
	 	UCC-Continuation
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	1/24/2006
	 	#6027891 1
	 	UCC-Amendment






 









 






	 	 	 	 	 	 	 	 	 
	 	 	 	 	Date of	 	File	 	Type of
	Debtor	 	Secured Party	 	Filing	 	Number	 	Filing
	 

	 	 	 	1/24/2006
	 	#6027892 9
	 	UCC-Amendment
	 
	 	 	 	 	 	 	 	 
	American Commercial 

Barge Lines LLC

	 	TA Marine V, Inc.
	 	12/20/2000
	 	#0088655
	 	UCC-1
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	6/3/2002
	 	#2163153 4
	 	UCC-Amendment
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	12/20/2005
	 	#5395424 6
	 	UCC-Continuation
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	1/24/2006
	 	#6027894 5
	 	UCC-Amendment
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	1/24/2006
	 	#6027896 0
	 	UCC-Amendment
	 
	 	 	 	 	 	 	 	 
	American Commercial 

Barge Lines LLC

	 	TA Marine V, Inc.
	 	12/20/2000
	 	#0088656
	 	UCC-1
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	6/3/2002
	 	#2163171 6
	 	UCC-Amendment
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	12/20/2005
	 	#5395426 1
	 	UCC-Continuation
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	1/24/2006
	 	#6027887 9
	 	UCC-Amendment
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	1/24/2006
	 	#6027889 5
	 	UCC-Amendment
	 
	 	 	 	 	 	 	 	 
	American Commercial 

Barge Lines LLC

	 	State Street Bank Trust
Company of Connecticut, N.A.,
as Owner Trustee under a
Trust Agreement
	 	11/5/2001
	 	#1158947 7
	 	UCC-1
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	10/14/2005
	 	#5318223 6
	 	UCC-Amendment
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	6/15/2006
	 	#6204738 9
	 	UCC-Continuation
	 
	 	 	 	 	 	 	 	 
	American Commercial 

Barge Lines LLC

	 	State Street Bank Trust
Company of Connecticut, N.A.,
as Owner Trustee under a
Trust Agreement
	 	11/5/2001
	 	#1158960 0
	 	UCC-1
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	10/14/2005
	 	#5318221 0
	 	UCC-Amendment
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	6/15/2006
	 	#6204728 0
	 	UCC-Continuation
	 
	 	 	 	 	 	 	 	 
	American Commercial 

Barge Lines LLC

	 	TA Marine V, Inc.
	 	5/30/2002
	 	#2159955 8
	 	UCC-1
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	1/23/2006
	 	#6026375 6
	 	UCC-Amendment
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	2/5/2007
	 	#7046079 9
	 	UCC-Continuation
	 
	 	 	 	 	 	 	 	 
	American Commercial 

Barge Lines LLC

	 	TA Marine V, Inc.
	 	5/30/2002
	 	#2159956 6
	 	UCC-1






 









 






	 	 	 	 	 	 	 	 	 
	 	 	 	 	Date of	 	File	 	Type of
	Debtor	 	Secured Party	 	Filing	 	Number	 	Filing
	 

	 	 	 	2/5/2007
	 	#7046372 8
	 	UCC-Amendment
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	2/5/2007
	 	#7046373 6
	 	UCC-Continuation
	 
	 	 	 	 	 	 	 	 
	American Commercial 

Barge Lines LLC

	 	TA Marine V, Inc.
	 	5/30/2002
	 	#2159958 2
	 	UCC-1
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	1/23/2006
	 	#6026315 2
	 	UCC-Amendment
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	2/5/2007
	 	#7046078 1
	 	UCC-Continuation
	 
	 	 	 	 	 	 	 	 
	American Commercial 

Barge Lines LLC

	 	TA Marine V, Inc.
	 	5/30/2002
	 	#2159959 0
	 	UCC-1
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	1/23/2006
	 	#6026313 7
	 	UCC-Amendment
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	2/5/2007
	 	#7046082 3
	 	UCC-Continuation
	 
	 	 	 	 	 	 	 	 
	American Commercial 

Barge Lines LLC

	 	Cypress Equipment Fund VIII,
LLC
	 	12/13/2002
	 	#2312395 1
	 	UCC-1
	 
	 	 	 	 	 	 	 	 
	American Commercial 

Barge Lines LLC

	 	Banc of America Leasing &
Capital, LLC
	 	12/23/2002
	 	#2320538 6
	 	UCC-1
	 
	 	 	 	 	 	 	 	 
	American Commercial 

Barge Lines LLC

	 	Cypress Barge Leasing II, LLC
	 	1/2/2003
	 	#3000385 8
	 	UCC-1
	 
	 	 	 	 	 	 	 	 
	American Commercial 

Barge Lines LLC

	 	Edwards Enterprises, L.L.C.
DBA Paducah Rigging
	 	1/23/2003
	 	#3019578 7
	 	UCC-1
	 
	 	 	 	 	 	 	 	 
	American Commercial 

Barge Lines LLC

	 	Senstar Finance Company
	 	2/10/2003
	 	#3059955 8
	 	UCC-1
	 
	 	 	 	 	 	 	 	 
	American Commercial 

Barge Lines LLC

	 	Banc One Leasing Corporation
	 	1/22/2004
	 	#4017583 8
	 	UCC-1
	 
	 	 	 	 	 	 	 	 
	American Commercial 

Barge Lines LLC

	 	LaSalle National Leasing
Corporation
	 	3/31/2004
	 	#4103149 3
	 	UCC-1
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	7/11/2005
	 	#5222488 0
	 	Assignment
	 
	 	 	 	 	 	 	 	 
	American Commercial 

Barge Lines LLC

	 	State Street Bank and Trust
Company of Connecticut, N.A.,
as Owner Trustee
	 	4/23/2004
	 	#4114739 8
	 	UCC-1
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	11/2/2005
	 	#5341753 3
	 	UCC-Amendment
	 
	 	 	 	 	 	 	 	 
	American Commercial 

Barge Lines LLC

	 	State Street Bank and Trust
Company of Connecticut, N.A.,
as Owner Trustee
	 	4/23/04
	 	#4114742 2
	 	UCC-1






 









 






	 	 	 	 	 	 	 	 	 
	 	 	 	 	Date of	 	File	 	Type of
	Debtor	 	Secured Party	 	Filing	 	Number	 	Filing
	 

	 	 	 	11/2/2005
	 	#5341755 8
	 	UCC-Amendment
	 
	 	 	 	 	 	 	 	 
	American Commercial 

Barge Lines LLC

	 	U.S. Bank National Association
	 	5/6/2004
	 	#4127391 3
	 	UCC-1
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	10/14/2005
	 	#5318217 8
	 	UCC-Amendment
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	11/14/2005
	 	#5352667 1
	 	UCC-Amendment
	 
	 	 	 	 	 	 	 	 
	American Commercial 

Barge Lines LLC

	 	U.S. Bank National Association
	 	5/13/2004
	 	#4134183 5
	 	UCC-1
	 
	 	 	 	 	 	 	 	 
	American Commercial 

Barge Lines LLC

	 	U.S. Bank National
Association, as Trustee
	 	7/1/2004
	 	#4184723 7
	 	UCC-1
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	11/8/2005
	 	#5347367 6
	 	UCC-Amendment
	 
	 	 	 	 	 	 	 	 
	American Commercial 

Barge Lines LLC

	 	TA Marine V, Inc.
	 	7/5/2005
	 	#5206113 4
	 	UCC-1
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	2/14/2005
	 	#5049186 1
	 	UCC-Amendment
	 
	 	 	 	 	 	 	 	 
	Louisiana Dock
Company

	 	Edwards Enterprises, L.L.C.
DBA Paducah Rigging
	 	1/23/2003
	 	#3019578 7
	 	UCC-1






 









 






Schedule 5.02(e) Existing Investments



1. BargeLink LLC – 50%

2. Bolivar Terminal Company – 50%

3. T. T. Barge Services Mile 237 LLC – 35%

4. SSIC Remediation – 30.29%




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EXHIBIT A




NOTICE OF LOAN BORROWING




[Date]




Wells Fargo Bank, National Association

MAC C7300-035

3rd Floor

1700 Lincoln St.

Denver, Colorado 80203-4500

Attention: Gina Chicaferro

Tel. No. (303) 863-6613

Fax No. (303) 863-5533




     1. Reference is made to that certain Credit Agreement, dated as of April 27, 2007 (as
amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among 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”), the financial institutions party thereto from time to time
(the “Lenders”), 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. Unless otherwise indicated, all terms defined in
the Credit Agreement have the same respective meanings when used herein.



     2. Pursuant to Section 2.01(c) of the Credit Agreement, the Borrowers hereby
irrevocably request a Revolving Loan Borrowing upon the following terms:



          (a) The principal amount of the requested Borrowing is to be $                    ;




          (b) The requested Revolving Loan Borrowing is to consist of Revolving [“Base Rate” or
“LIBOR”] Loans;




          (c) If the requested Revolving Loan Borrowing is to consist of LIBOR Loans, the initial
Interest Period for such Loans will be                      month[s]; and




          (d) The date of the requested Borrowing is to be                     , ___.




     3. The Borrowers hereby certify to the Administrative Agent and the Lenders that,
on the date of this Notice of Loan Borrowing and after giving effect to the requested
Borrowing:



          (a) The representations and warranties of the Loan Parties set forth in Article IV of
the Credit Agreement and in the other Credit Documents are true and correct in all material
respects as if made on such date (except for representations and warranties expressly made as of a
specified date, which shall be true and correct in all material respects as of such date);




A-1









 








          (b) No Default or Event of Default has occurred and is continuing, or will result from such
Credit Event; and




          (c) No material adverse change in the operations, business or condition (financial or
otherwise) of any Borrower or the Loan Parties (taken as a whole) has occurred since December 31,
2006.




     4. Please disburse the proceeds of the requested Borrowing to:



A-2









 





     IN WITNESS WHEREOF, the Borrowers have executed this Notice of Loan Borrowing on the date set
forth above.



	 	 	 	 	 
	 	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:  	 	 
	 




A-3











 





EXHIBIT B




NOTICE OF CONVERSION




[Date]




Wells Fargo Bank, National Association

MAC C7300-035

3rd Floor

1700 Lincoln St.

Denver, Colorado 80203-4500

Attention: Gina Chicaferro

Tel. No. (303) 863-6613

Fax No. (303) 863-5533




     1. Reference is made to that certain Credit Agreement, dated as of April 27, 2007 (as
amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among 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”), the financial institutions party thereto from time to time
(the “Lenders”), 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. Unless otherwise indicated, all terms defined in
the Credit Agreement have the same respective meanings when used herein.



     2. Pursuant to Section 2.01(e) of the Credit Agreement, the Borrowers hereby
irrevocably request to convert a Revolving Loan Borrowing as follows:



          (a) The Revolving Loan Borrowing to be converted consists of [“Base
Rate” or “LIBOR”] Loans in the aggregate principal amount of $_________ which were
initially advanced to the Borrowers on _________, ___;




          (b) Such Borrowing is to be converted into a Borrowing consisting of the following
type(s), amount(s) and, for each LIBOR Loan or Portion, Interest Period:




	 	 	 	 	 
	Type
	 	Amount
	 	Interest Period
	 
	 	 
	 	 
	 
	 





          The Loans or Portions in the Borrowing are to be converted into [“Base Rate” or “LIBOR”] Loans
or Portions, as applicable;








B-1









 








          (c) If such Loans or Portions are to be converted into LIBOR Loans or
Portions, the initial Interest Period for such Loans or Portions commencing upon conversion
will
be _________ months; and




          (d) The date
of the requested conversion is to be _________, ___.




     3. The Borrowers hereby certify to the Administrative Agent and the Lenders that,
on the date of this Notice of Conversion, and after giving effect to the requested conversion:



          (a) The representations and warranties of the Loan Parties set forth in Article IV of the
Credit Agreement and in the other Credit Documents are true and correct in all material respects as
if made on such date (except for representations and warranties expressly made as of a specified
date, which shall be true and correct in all material respects as of such date);




          (b) No Default or Event of Default has occurred and is continuing or will result from
such Credit Event; and




          (c) No material adverse change in the operations, business or condition (financial or
otherwise) of any Borrower or the Loan Parties (taken as a whole) has occurred since December 31,
2006.






B-2









 








     IN WITNESS WHEREOF, the Borrowers have executed this Notice of Conversion on the date set
forth above.



	 	 	 	 	 
	 	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: 	 	 
	 




B-3











 





EXHIBIT C




NOTICE OF INTEREST PERIOD SELECTION




[Date]




Wells Fargo Bank, National Association

MAC C7300-035

3rd Floor

1700 Lincoln St.

Denver, Colorado 80203-4500

Attention: Gina Chicaferro

Tel. No. (303) 863-6613

Fax No. (303) 863-5533




     1. Reference is made to that certain Credit Agreement, dated as of April 27, 2007 (as
amended, restated, supplemented or otherwise modified from time to time, the “Credit
Agreement”), among 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”), the financial institutions party thereto from time to
time (the “Lenders”), 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. Unless otherwise indicated, all terms defined in
the Credit Agreement have the same respective meanings when used herein.



     2. Pursuant to Section 2.01(f) of the
Credit Agreement, the Borrowers hereby irrevocably select a new Interest Period for a Revolving Loan Borrowing as follows:



          (a) The
Revolving Loan Borrowing for which a new Interest Period is to be selected consists
of LIBOR Loans in the aggregate principal amount of $_________ which
were initially [advanced to] [converted by] the Borrowers on _________, ___;




          (b) The last day of the current Interest Period for such Loans or Portion(s) is
_________, ___; and




          (c) The next
Interest Period for such Loans or Portion(s) commencing upon the last day of the current Interest Period is to be _________ month[s].




     3. The Borrowers hereby certify to the Administrative Agent and the Lenders that,
on the date of this Notice of Interest Period Selection, and after giving effect to the
requested
selection:



          (a) The representations and warranties of the Loan Parties set forth in Article IV of
the Credit Agreement and in the other Credit Documents are true and correct in all material
respects as if made on such date (except for representations and warranties expressly made as of a
specified date, which shall be true and correct in all material respects as of such date);







C-1









 








          (b) No Default or Event of Default has occurred and is continuing or will result from such
Credit Event; and




          (c) No material adverse change in the operations, business or condition (financial or
otherwise) of any Borrower or the Loan Parties (taken as a whole) has occurred since December 31,
2006.





C-2









 








     IN WITNESS WHEREOF, the Borrowers have executed this Notice of Interest Period Selection on
the date set forth above.



	 	 	 	 	 
	 	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: 	 	 
	 




C-3











 





EXHIBIT D




NOTICE OF SWING LINE BORROWING




[Date]




Wells Fargo Bank, National Association

MAC C7300-035

3rd Floor

1700 Lincoln St.

Denver, Colorado 80203-4500

Attention: Gina Chicaferro

Tel. No. (303) 863-6613

Fax No. (303) 863-5533




     1. Reference is made to that certain Credit Agreement, dated as of April 27, 2007 (as
amended, restated, supplemented or otherwise modified from time to time, the “Credit
Agreement”), among 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”), the financial institutions party thereto from time to
time (the “Lenders”), 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. Unless otherwise indicated, all terms defined in
the Credit Agreement have the same respective meanings when used herein.



     2. Pursuant to Section 2.03(b) of the
Credit Agreement, the Borrowers hereby irrevocably request the Swing Line Borrowing upon the following terms:



          (a) The principal amount
of the Swing Line Borrowing is to be $_________; and




          (b) The date of the Swing Line Borrowing is to be _________, ___.




     3. The Borrowers hereby certify to the Administrative Agent and the Lenders that,
on the date of this Notice of Swing Line Borrowing and after giving effect to the Swing Line
Borrowing:



          (a) The representations and warranties of the Loan Parties set forth in Article IV of the
Credit Agreement and in the other Credit Documents are true and correct in all material respects as
if made on such date (except for representations and warranties expressly made as of a specified
date, which shall be true and correct in all material respects as of such date);




          (b) No Default or Event of Default has occurred and is continuing or will result from
such Credit Event; and






D-1









 








          (c) No material adverse change in the operations, business or condition (financial
or otherwise) of any Borrower or the Loan Parties (taken as a whole) has occurred since
December 31, 2006.




     4. Please disburse the proceeds of the Swing Line Borrowing to:



     IN WITNESS WHEREOF, the Borrowers have executed this Notice of Swing Line Borrowing on
the date set forth above.



	 	 	 	 	 
	 	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: 	 	 
	 




D-2











 





EXHIBIT E




REVOLVING LOAN NOTE




	 	 	 
	$                    

	 	                                        ,                     






     FOR VALUE RECEIVED, 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”) hereby promise to pay to                                          (the “Lender”), the principal sum
of                                         
DOLLARS AND 00/100 ($                    .00) or such lesser amount as shall equal the aggregate
outstanding principal balance of the Revolving Loans made by the Lender to the Borrowers pursuant
to that certain Credit Agreement, dated as of April 27, 2007, among the Borrowers, the financial
institutions listed in Schedule I thereto, Wells Fargo Bank, National Association, as
administrative agent (the “Administrative Agent”), as Security Trustee, as Lead Arranger,
as L/C Issuer and as Swing Line Lender (as amended, restated, supplemented or otherwise modified
from time to time, the “Credit Agreement”), on or before the Revolving Loan Maturity Date
specified in the Credit Agreement; and to pay interest on said sum, or such lesser amount, at the
rates and on the dates provided in the Credit Agreement.



     The Borrowers shall make all payments hereunder, for the account of the Lender’s Applicable
Lending Office, to the Administrative Agent as indicated in the Credit Agreement, in lawful money
of the United States and in same day or immediately available funds.



     The Borrowers hereby authorize the Lender to record on the schedule(s) annexed to this Note
the date and amount of each Revolving Loan and of each payment or prepayment of principal made by
the Borrowers and agree that all such notations shall be conclusive absent manifest error with
respect to the matters noted; provided, however, that the failure of the Lender to make any
such notation shall not affect the Borrowers’ obligations hereunder.



     This Note is one of the Revolving Loan Notes referred to in the Credit Agreement. This Note is
subject to the terms of the Credit Agreement, including the rights of prepayment and the rights of
acceleration of maturity set forth therein, and is secured by the Security Documents. Terms used
herein have the meanings assigned to those terms in the Credit Agreement, unless otherwise defined
herein.



     The transfer, sale or assignment of any rights under or interest in this Note is subject to
certain restrictions contained in the Credit Agreement, including Section 8.05 thereof.



     To the extent set forth in the Credit Agreement, the Borrowers shall pay all fees and
expenses, including attorneys’ fees, incurred by the Lender in the enforcement or attempt to
enforce any of the Borrowers’ obligations hereunder not performed when due. The Borrowers hereby
waive notice of presentment, demand, protest or notice of any other kind.




E-1









 





     This Note 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.



	 	 	 	 	 
	 	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:  	 	 



E-2









 







LOANS AND PAYMENTS OF PRINCIPAL




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	Interest Period	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	Amount of	 	 	Unpaid	 	 	 	 
	 	 	 	 	Type of	 	 	Amount of	 	 	Principal Paid or	 	 	Principal	 	 	Notation	 
	 	Date	 	 	Loan	 	 	Loan	 	 	Prepaid	 	 	Balance	 	 	Made By	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 






E-3











 





EXHIBIT F




VESSEL MORTGAGE




(see attached)






F-1









 








[FORM OF]




FIRST PREFERRED FLEET MORTGAGE




from




[NAME
OF OWNER],

as Owner




to




WELLS
FARGO BANK, NATIONAL ASSOCIATION,

as Administrative Agent and Security Trustee,

as Mortgagee




Dated as of [          ], 2007




 









 





SYNOPSIS OF FIRST PREFERRED FLEET MORTGAGE




	 	 	 
	Number of Vessels:

	 	[                    ]
	 
	 	 
	Type of Instrument:

	 	First Preferred Fleet Mortgage
	 
	 	 
	Date of Instrument:

	 	[                 ], 2007
	 
	 	 
	Name of Owner:

	 	[            
                  ]
	 
	 	 
	Percentage of Vessels Owned:

	 	100%
	 
	 	 
	Address of Owner:

	 	[        
                 ]
	 
	 	 
	Name of Mortgagee:

	 	Wells Fargo Bank, National Association, as
Administrative
Agent and Security Trustee
	 
	 	 
	Address of Mortgagee:

	 	Wells Fargo Bank, National Association

MAC N9305-053

Sixth & Marquette

Minneapolis, MN 55479
	 
	 	 
	Total Amount of Mortgage:

	 	Six Hundred Million United States Dollars
(US $600,000,000) (exclusive of interest,
expenses and fees)






 









 






FIRST PREFERRED FLEET MORTGAGE




          THIS FIRST PREFERRED FLEET MORTGAGE is made and given this
___ day of                     , 2007 by [NAME OF OWNER], a Delaware limited liability company,
with offices at [                    ] (the “Owner”) in favor of Wells Fargo Bank, National
Association, a national banking association, with offices at MAC N9305-053, Sixth & Marquette,
Minneapolis, MN 55479, for itself and as administrative agent and security trustee for the Lenders
(as such term is defined in Recital B below) and for any Affiliate of a Lender party to a Lender
Rate Contract (as defined in the Credit Agreement referred to below) or providing Lender Bank
Products (as defined in the Credit Agreement referred to below) (the “Mortgagee”).




          WHEREAS:




          A. The Owner is the sole owner of the whole of the Vessels and the
Vessels are registered and documented in the name of the Owner under the laws and flag of the
United States of America at the National Vessel Documentation Center.




          B. By a Credit Agreement dated as of April                     , 2007 (as amended,
restated, supplemented or modified from time to time, the “Credit Agreement”, a conformed
copy of the form of which without schedules or exhibits is annexed hereto as Exhibit 2),
made by and among (i) the Owner, as a borrower, (ii) [list Names of other Borrowers under the
Credit Agreement] (together with the Owner, the “Borrowers”), (iii) each of the financial
institutions party thereto from time to time (each a “Lender” and collectively, the
“Lenders”), and (iv) Wells Fargo Bank, National Association, as administrative agent for
the Lenders (in such capacity, the “Administrative Agent”) and as security trustee for the
Lenders (in such capacity, the “Security Trustee”), the Lenders have agreed to provide to
the Borrowers a senior secured revolving credit facility in the maximum principal amount of SIX
HUNDRED MILLION UNITED STATES DOLLARS (US $600,000,000) (exclusive of interest, expenses and fees)
(the “Facility”). The obligation of the Owner to repay the Facility under the Credit
Agreement is evidenced by one or more promissory notes executed from time to time from the
Borrowers to the Lenders (as amended, restated, supplemented or modified from time to time,
collectively, the “Note”), a copy of the form of the Note being attached hereto as
Exhibit 3. The Facility, and interest, fees and commissions thereon are to be repaid or
paid, as the case may be, as provided in the Credit Agreement.




          C. The Owner, in order to secure the payment of the Obligations, as that
term is defined in subsection l(A)(v) hereof, and to secure the performance and observance of
and compliance with all the covenants, terms and conditions in the Credit Agreement, in this
Mortgage and the other Credit Documents, as that term is defined in subsection l(A)(ii)
hereof,
contained to be performed, observed and complied with by and on the part of the Owner, has
duly authorized the execution and delivery of this Mortgage under and pursuant to Chapter 313
of Title 46 of the United States Code (the “Ship Mortgage Act”).




 









 








          NOW, THEREFORE, THIS MORTGAGE WITNESSETH:




          1. Definitions: In this Mortgage, unless the context otherwise
requires:





	 	(A)	 	 
	 
	 	(i)	 	“Credit Documents” when used herein
shall have the same meaning as in the Credit Agreement;
	 
	 	(ii)	 	“Earnings” includes all freight, hire
and passage moneys, compensation payable in the event of requisition
of a Vessel for hire, remuneration for salvage and towage services,
demurrage and detention moneys and any other earnings whatsoever
payable and belonging to the Owner due or to become due in respect of
any Vessel or Vessels at any time during the Security Period;
	 
	 	(iii)	 	“Insurances” includes all policies and
contracts of insurance and all entries of a Vessel in a protection and
indemnity or war risks association or club which are from time to time
taken out or entered into pursuant to this Mortgage in respect of any
Vessel or Vessels and their Earnings or otherwise howsoever in
connection with any Vessel or Vessels;
	 
	 	(iv)	 	“Obligations” means the Obligations (as
defined in the Credit Agreement) and all other obligations of the
Owner under or in connection with the Credit Agreement, the Note, this
Mortgage, any other Credit Document and any Lender Rate Contract or in
connection with any Lender Bank Products, including but not limited to
the obligations to repay the Facility when due;
	 
	 	(v)	 	“Person” means an individual,
corporation, limited liability company, limited partnership, general
partnership, syndicate, joint venture, association, trust,
unincorporated organization, trustee or other legal representative;
	 
	 	(vi)	 	“Requisition Compensation” means all
moneys or other compensation payable and belonging to the Owner during
the Security Period by reason of requisition for title or other
compulsory acquisition of any Vessel or Vessels or otherwise than by
requisition for hire;
	 
	 	(vii)	 	“Security Period” means the period
commencing on the date hereof and terminating upon payment in full of
the Obligations and the termination of all commitments under the
Credit Agreement;
	 
	 	(viii)	 	“Total Loss” means in regards to each individual Vessel:




-2-









 












	 	(a)	 	actual, constructive or compromised or arranged total
loss of such Vessel;
	 
	 	(b)	 	requisition for title or other
compulsory acquisition of such Vessel (otherwise than by
requisition for hire) which shall continue for thirty (30)
days; or
	 
	 	(c)	 	capture, seizure, arrest,
detention or confiscation of such Vessel by any government or
by Persons acting or purporting to act on behalf of any
government unless such Vessel be released and restored to the
Owner from such capture, seizure, arrest, detention or
confiscation within thirty (30) days after the occurrence
thereof; and






	 	(ix)	 	“Vessel” means the whole of each
vessel identified in Exhibit 1 attached hereto and by this
reference made a part hereof, and includes its engines, machinery,
boats, boilers, masts, rigging, anchors, chains, cables, apparel,
tackle, outfit, spare gear, fuel, consumable or other stores,
freights, belongings and appurtenances, whether on board or ashore,
whether now owned or hereafter acquired, and all additions,
improvements and replacements hereafter made in or to said vessel, or
any part thereof, or in or to the stores, belongings and appurtenances
aforesaid except such equipment or stores which, when placed aboard
said vessel, do not become the property of the Owner.
“Vessels” means more than one or all the Vessels listed on
Exhibit 1, attached hereto, and as may be hereinafter amended.
	 
	 	(B)	 	In Section 5(B) hereof:
	 
	 	(i)	 	“excess risks” means the proportion of
claims for general average and salvage charges and under the ordinary
running-down clause not recoverable in consequence of the value at
which a vessel is assessed for the purpose of such claims exceeding
her insured value;
	 
	 	(ii)	 	“protection and indemnity risks” means
the usual risks covered by a United States or an English or another
protection and indemnity association or club acceptable to the
Mortgagee including the proportion not recoverable in case of
collision under the ordinary running-down clause; and
	 
	 	(iii)	 	“war risks” means the risk of mines
and all risks excluded from the standard form of United States marine
policy by the War, Strikes and Related Exclusion Clause.





          (C) Unless otherwise defined herein, terms defined in the Credit
Agreement shall have the same meaning when used herein.




-3-









 








          (D) This Mortgage shall be read together with the Credit Agreement but in case of any
conflict between the two, the provisions of this Mortgage shall prevail.




          2. Grant of Mortgage; Representations and Warranties.




          2.1 In consideration of the premises and of other good and valuable
consideration, the receipt and adequacy whereof are hereby acknowledged, and in order to
secure
the payment of the Obligations and to secure the performance and observance of and compliance
with the covenants, terms and conditions in the Credit Agreement, the Note, this Mortgage and
the other Credit Documents contained to be performed, observed and complied with by and on
the part of the Owner, the Owner has granted, conveyed and mortgaged and does by these
presents grant, convey and mortgage to and in favor of the Mortgagee, its successors and
assigns,
the whole of the Vessels TO HAVE AND TO HOLD the same unto the Mortgagee, its
successors and assigns, forever, upon the terms set forth in this Mortgage for the
enforcement of
the payment of the Obligations and to secure the performance and observance of and compliance
with the covenants, terms and conditions in this Mortgage, the Credit Agreement, the Note and
the other Credit Documents contained to be performed, observed and complied with by and on
the part of the Owner;




          PROVIDED, ONLY, and the conditions of these presents are such that, if the Owner and/or its
successors or assigns shall pay or cause to be paid the Obligations as and when the same shall
become due and payable in accordance with the terms of this Mortgage, the Credit Agreement, the
Note and the other Credit Documents and shall perform, observe and comply with all and singular of
the covenants, terms and conditions in this Mortgage, the Credit Agreement, the Note and the other
Credit Documents contained to be performed, observed or complied with by and on the part of the
Owner or its successors or assigns, all without delay or fraud and according to the true intent and
meaning hereof and thereof and the termination of all commitments under the Credit Agreement, then,
these presents and the rights of the Mortgagee under this Mortgage shall cease and determine and,
in such event, the Mortgagee agrees by accepting this Mortgage, at the expense of the Owner, to
execute all such documents as the Owner may reasonably require to discharge this Mortgage under the
laws of the United States of America; otherwise to be and remain in full force and effect.




          2.2 The Owner hereby represents and warrants to the Mortgagee that
on the date hereof:




          (A) the Owner is a limited liability company duly organized, validly existing and in good
standing under the laws of the State of Delaware qualified to own and document the Vessels under
the United States flag and to operate the Vessels in the coastwise trade of the United States of
America;




          (B) the Owner lawfully owns the whole of each of the Vessels free from any security interest,
debt, lien, mortgage, charge, encumbrance or other adverse interest, other than the encumbrance of
this Mortgage and except as permitted by Section 5(N) hereof; and




          
-4-









 









          (C) each of the Vessels are tight, staunch and strong and well and sufficiently tackled,
appareled, furnished and equipped and in all respects seaworthy.




          3. Payment of Obligations. The Owner hereby further covenants and agrees to pay the
Obligations when due in accordance with the terms of this Mortgage, the Credit Agreement, the Note
and the other Credit Documents.




          4. Covenants Regarding Security Granted Hereunder. It is declared and agreed that:




          (A) The security created by this Mortgage shall be held by the Mortgagee as a continuing
security for the payment of the Obligations and that the security so created shall not be
satisfied by any intermediate payment or satisfaction of any part of the amount hereby secured.




          (B) Any settlement or discharge under this Mortgage between the Mortgagee and the Owner shall
be conditional upon no security or payment to the Mortgagee, the Lenders or any Affiliate of a
Lender party to a Lender Rate Contract or providing Lender Bank Products, related to or which
reduces the obligations secured hereby, by the Owner or any other Person being avoided or
set-aside or ordered to be refunded or reduced by virtue of any provision or enactment relating to
bankruptcy, insolvency or liquidation for the time being in force, and if such condition is not
satisfied, the Mortgagee shall be entitled to recover from the Owner on demand the value of such
security or the amount of any such payment as if such settlement or discharge had not occurred.




          (C) The rights of the Mortgagee under this Mortgage and the security hereby constituted shall
not be affected by any act, omission, matter or thing which, but for this provision, might operate
to impair, affect or discharge such rights and security, including without limitation, and whether
or not known to or discoverable by the Owner, the Mortgagee or any other Person:





	 	(i)	 	any time or waiver granted to, or composition
with, the Owner or any other Person; or
	 
	 	(ii)	 	the taking, variation, compromise, renewal or
release of or refusal or neglect to perfect or enforce any rights,
remedies or securities against the Owner or any other Person; or
	 
	 	(iii)	 	any legal limitation, disability,
dissolution, incapacity or other circumstances relating to the Owner
or any other Person; or
	 
	 	(iv)	 	any amendment or supplement to the Credit
Agreement, the Note or any of the Credit Documents; or
	 
	 	(v)	 	the unenforceability, invalidity or frustration
of any Obligations of the Owner or any other Person under the Credit
Agreement, the Note or any of the Credit Documents.




-5-









 











          (D) Until the Obligations have been unconditionally and irrevocably
paid and discharged in full to the satisfaction of the Mortgagee and the commitments under
the
Credit Agreement have been terminated, the Owner shall not by virtue of any payment made
under the Credit Agreement, the Note, the Credit Documents or this Mortgage on account of
such moneys and liabilities or by virtue of any enforcement by the Mortgagee of its right
under
or the security constituted by this Mortgage:





	 	(i)	 	be entitled to exercise any right of
contribution from any co-surety liable in respect of such moneys and
liabilities under any other guarantee, security or agreement; or
	 
	 	(ii)	 	exercise any right of set-off or counterclaim
against any such co-surety; or
	 
	 	(iii)	 	receive, claim or have the benefit of any
payment, distribution, security or indemnity from any such co-surety;
or
	 
	 	(iv)	 	unless so directed by the Mortgagee (which the
Owner shall prove in accordance with such directions), claim as a
creditor of any such co-surety in competition with the Mortgagee.





          The Owner shall hold in trust for the Mortgagee and forthwith pay or transfer (as
appropriate) to the Mortgagee any such payment (including an amount equal to any such set-off),
distribution or benefit of such security, indemnity or claim in fact received by it.




          (E) The Owner hereby irrevocably subordinates all of its rights of
subrogation (whether contractual, statutory, under common law or otherwise) to the claims of
the
Mortgagee against any Person and all contractual, statutory or common law rights of
contribution, reimbursement, indemnification and similar rights and claims against any Person
which arise in connection with, or as a result of, the Credit Agreement or this Mortgage
until full
and final payment of all of the Obligations.




          5. Affirmative Covenants and Insurances. The Owner further covenants with the
Mortgagee and undertakes at all times throughout the Security Period:




          (A) to comply with and satisfy all the requisites and formalities established by the laws of
the State of Delaware in respect of its legal existence and good standing and to maintain its
status as a citizen of the United States, within the meaning of Chapter 505 of Title 46 of the
United States Code, eligible to own and operate the Vessels in the coastwise trade of the United
States, and, upon the reasonable request of the Mortgagee, to give evidence in respect of the
foregoing to the Mortgagee;





	 	  (B)	(i)	 	 to insure and keep each of the Vessels insured or cause or
procure each of the Vessels to be insured and to be kept
insured at no expense to the Mortgagee in regard to:





	 	(a)	 	all risks hull and machinery (including excess risks);





-6-









 






	 	(b)	 	war risks (including war protection and indemnity liability) covering,
inter   alia, the perils of confiscation, expropriation, nationalization,
seizure and blocking; and 
	 
	 	(c)	 	protection and indemnity risks (including pollution risks)






	 	(ii)	 	with respect to each of the Vessels, to effect the Insurances aforesaid or to cause or
procure the same to be effected:






	 	(a)	 	in the cases of the Insurances referred to in subsections (i) (a) and
(b) above, (x) in such amounts as shall be at least equivalent to Three Hundred
Million Dollars (US $300,000,000) in the aggregate for all Vessels, and all such
insurance shall be payable in lawful money of the United States of America, and (y)
upon such terms (including provisions as to named insureds and loss payees and
prior notice of cancellation) and with such deductibles as shall from time to time
be approved by the Mortgagee;
	 
	 	(b)	 	in the case of the protection and indemnity Insurances referred to in
subsection (i)(c) above payable in lawful money of the United States of America, to
the full extent commercially available and to include provisions as to loss payees
and prior notice of cancellation in form and substance satisfactory to the
Mortgagee; and
	 
	 	(c)	 	with first class insurance companies, underwriters and protection and
indemnity associations or clubs as shall from time to time be approved by the
Mortgagee (hereinafter called “the Insurers”);






	 	(iii)	 	to renew all such Insurances or cause or procure the same to be renewed before the relevant
policies or contracts expire and to procure that the Insurers or the firm of insurance
brokers referred to herein below shall promptly confirm in writing to the Mortgagee as and
when each such renewal is effected;
	 
	 	(iv)	 	to procure concurrently with the execution hereof and thereafter at intervals of not more
than twelve (12) calendar months, a detailed report from a firm of independent marine
insurance brokers, appointed by the Owner and acceptable to the Mortgagee, with respect to the
Insurances together with their opinion to the Mortgagee that the Insurances comply with the
provisions of this Section 5(B), such report and opinion to be addressed and delivered
promptly to the Mortgagee and the costs of such report and opinion to be for the account of
the Owner;




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	 	(v)	 	to cause the said independent marine insurance brokers or the Insurers to agree to
use reasonable efforts to advise the Mortgagee promptly of any failure to renew any of
the Insurances and of any default in payment of any premium and of any other act or
omission on the part of the Owner of which they have knowledge and which might, in their
opinion, invalidate or render unenforceable, or cause the lapse of or prevent the renewal
or extension of, in whole or in part, any Insurances on any of the Vessels;
	 
	 	(vi)	 	to cause the said independent marine insurance brokers to agree to mark their records and to
use their best efforts to advise the Mortgagee, at least fourteen (14) days prior to the
expiration date of any of the Insurances, that such Insurances have been renewed or replaced
with new insurance which complies with the provisions of this Section 5(B);
	 
	 	(vii)	 	duly and punctually to pay or to cause duly and punctually to be paid all premiums, calls,
contributions or other sums payable in respect of all such Insurances, to produce or to cause
to be produced all relevant receipts when so required by the Mortgagee and duly and
punctually to perform and observe or to cause duly and punctually to be performed and
observed any other obligations and conditions under all such Insurances;
	 
	 	(viii)	 	to execute or use reasonable efforts to cause to be executed such guarantees as may from
time to time be required by any relevant protection and indemnity association or club;
	 
	 	(ix)	 	to procure that all policies, binders, cover notes or other instruments of the Insurances
referred to in subsections (i)(a) and (b) above shall be taken out in the name of the Owner,
with the Mortgagee as an additional assured (without liability for premiums), as its or their
respective interests may appear, and shall incorporate a loss payable clause naming the
Mortgagee as loss payee prepared in compliance with the terms of this Mortgage and such loss
payable clause to be in any event in form and substance acceptable to the Mortgagee and all
policies, binders, cover notes or other instruments referred to in subsection (i) shall
provide (a) for prior notice of at least fourteen (14) days (seven (7) days with respect to
war risks) to be given to the Mortgagee before cancellation of insurance for any reason
whatsoever and for a waiver of liability for payment of premiums as to the Mortgagee;
provided, however, that unless otherwise required by the Mortgagee by notice
to the underwriters, although all losses under such Insurances are payable to the Mortgagee,
in case of any such losses involving any damage to any Vessel or Vessels the




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	 	 	 	underwriters may pay direct for the repair, salvage and other charges involved or, if the
Owner shall have first fully repaired the damage or paid all of the salvage and other
charges may pay the Owner as reimbursement therefor, provided, further,
however, that if such damage involves a loss in excess of US $2,500,000, or its
equivalent, the underwriters shall not make such payment without first obtaining the
written consent thereto of the Mortgagee and (b) in the event that a Vessel or Vessels
shall be insured under any form of fleet cover, undertakings that the brokers,
underwriters, association or club (as the case may be) will not set off claims relating
to such Vessel or Vessels against premiums, calls or contributions in respect of any
other vessel or other insurance and that the insurance cover of such Vessel or Vessels
will not be cancelled by reason of non-payment of premiums, calls or contributions
relating to any other vessel or other insurance;
	 
	 	(x)	 	to procure that all entries, policies, binders, cover notes or other instruments of the
Insurances referred to in subsection (i)(c) above incorporate a loss payable clause naming
the Mortgagee as loss payee prepared in compliance with the terms of this Mortgage and such
loss payable clause to be in any event in form and substance acceptable to the Mortgagee and
shall provide for prior notice of at least fourteen (14) days to be given to the Mortgagee
before cancellation of insurance for any reason whatsoever and for a waiver of liability for
payment of premiums, backcalls and assessments as to the Mortgagee, it being agreed that
although such insurance is payable to the Mortgagee so long as no Event of Default has
occurred and is continuing under this Mortgage, any loss payments under any such insurance on
the Vessels may be paid directly to the Owner to reimburse it for any loss, damage or
expenses incurred by it and covered by such insurance or to the Person to whom any liability
covered by such insurance has been incurred;
	 
	 	(xi)	 	to procure that originals or photocopies of all such instruments of Insurances as are
referred to in subsections (ix) and above shall be from time to time deposited with the
Mortgagee after receipt by the Owner thereof and that the Insurers shall, if so requested by
the Mortgagee, furnish the Mortgagee with a letter or letters of undertaking in such form as
may be reasonably required by the Mortgagee in respect of such Insurances;
	 
	 	(xii)	 	not to change any terms of any Insurances or suffer them to be changed, or change
underwriters of any Insurances or suffer them to be changed in a manner that would be
inconsistent with the provisions of this Mortgage, without the Mortgagee’s prior written
approval;




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	 	(xiii)	 	not to employ the Vessels or suffer the Vessels to be
employed otherwise than in conformity with the terms of all
policies, binders, cover notes or other instruments of the
Insurances (including any warranties express or implied therein)
without first obtaining the written consent of the Insurers to such
employment (if required by such Insurers) and complying with such
requirements as to extra premiums or otherwise as the Mortgagee
and/or the Insurers may prescribe; and
	 
	 	(xiv)	 	to do all things necessary and proper, and
execute and deliver all documents and instruments to enable the
Mortgagee to collect or recover any moneys to become due the Mortgagee
in respect of the Insurances.





          (C) To keep and to cause each Vessel to be kept in a good and efficient state of repair so as
to enable such Vessel to navigate the routes navigated by such Vessel in compliance with all laws,
regulations and other requirements (statutory or otherwise) from time to time applicable to such
Vessel and to a similar vessel of such Vessel’s age, type and trade documented under the flag of
the United States of America, and to procure that all repairs to or replacements of any damaged,
worn or lost parts or equipment be effected in such manner (both as regards workmanship and
quality of materials) as not to diminish the value of each respective Vessel;




          (D) To submit or to cause each Vessel to be submitted on a timely basis to such periodic or
other surveys as may be required to permit such Vessel to continue to be operated in its existing
trade in compliance with all laws, regulations and other requirements (statutory of otherwise)
and, if requested by the Mortgagee, to supply or to cause to be supplied to the Mortgagee copies
of all survey and inspection reports issued in respect thereof;




          (E) To permit the Mortgagee, by surveyors or other Persons appointed
by it in its behalf, to board any Vessel at a reasonable time during each calendar year or,
during
the continuance of a Default or Event of Default, at all reasonable times during each
calendar
year for the purpose of inspecting such Vessel’s condition or for the purpose of satisfying
themselves in regard to proposed or executed repairs and to afford or to cause to be afforded
all
proper facilities for such inspections, provided that such inspections will cause no undue
delay to
such Vessel, all at the Owner’s expense; provided, however, that so long as no Default or
Event
of Default shall have occurred and be continuing, the Owner shall not be responsible for the
cost
and expense of more than one such inspection per Vessel per fiscal year;




          (F) (i) To pay and discharge or to cause to be paid and discharged all
debts, damages and liabilities whatsoever which have given or may give rise to maritime or
possessory liens on or claims enforceable against the Vessels except to the extent permitted
by
Section 5(N) hereof, and (ii) in event of arrest of any Vessel or Vessels pursuant to legal
process
or in event of a detention in exercise or purported exercise of any such lien as aforesaid to
procure the release of any Vessel or Vessels from such arrest or detention within fifteen (15)
days of receiving notice thereof by providing bail or otherwise as the circumstances may
require;




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          (G) Not to knowingly employ any Vessel or suffer any Vessel’s respective employment in any
trade or business which is forbidden by the laws of the United States of America or is otherwise
illicit or in carrying illicit or prohibited goods or in any manner whatsoever which may render any
Vessel liable to condemnation in a Prize Court or to destruction, seizure or confiscation and in
event of hostilities in any part of the world (whether war be declared or not), not to knowingly
employ any Vessel or suffer each Vessel’s respective employment in carrying any contraband goods or
to enter or trade to any zone which is declared a war zone by any government or by such Vessel’s
War Risks Insurers unless the required extra war risk insurance cover has been obtained for such
Vessel;




          (H) Upon the occurrence and during the continuation of an Event of Default, promptly to
furnish or to use its best efforts to cause promptly to be furnished to the Mortgagee all such
information as the Mortgagee may from time to time reasonably request regarding each of the
Vessels, such Vessel’s or Vessels’ employment, position and engagements, particulars of all
towages and salvages and copies of all charters and other contracts for such employment or
otherwise howsoever pertaining to such Vessel or Vessels;




          (I) Promptly after learning of the same to notify or cause to be notified the Mortgagee
forthwith in writing of:





	 	(i)	 	any accident to any Vessel or Vessels
involving repairs the cost whereof will or is likely to exceed US
$2,500,000 in the aggregate (or the equivalent in any other currency);
	 
	 	(ii)	 	any occurrence in consequence whereof any
Vessel has become or is likely to become a Total Loss that will or is
likely to exceed US $2,500,000;
	 
	 	(iii)	 	any material requirement or recommendation
made by any Insurer or by any competent authority which is not
complied with in accordance with reasonable commercial practices;
	 
	 	(iv)	 	any arrest of any Vessel or the exercise or
purported exercise of any lien on any Vessel or her Earnings, in each
case which Vessel or Earnings have a fair market value in excess of US
$2,500,000; and
	 
	 	(v)	 	any occurrence of circumstances forming the
basis of Environmental Damages which, if adversely determined, would
likely have a Material Adverse Effect.





          (J) To keep or to cause to be kept proper books of account of the Owner in respect of each
Vessel and her Earnings and, if requested by the Mortgagee, to make or to cause to be made such
books available for inspection on behalf of the Mortgagee at a reasonable time and on reasonable
notice during each calendar year, or during the continuance of an Event of Default, at any time
during each calendar year, and to furnish or cause to be furnished satisfactory evidence that the
wages and allotments and the insurance and pension contributions of the Master and crew are being
regularly paid and that all deductions from crew’s




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wages in respect of any tax liability are being properly accounted for and that the master has no
claim for disbursements other than those incurred by him in the ordinary course of trading on the
voyage then in progress;




          (K) To assign and provide that Requisition Compensation is applied in accordance with Section
8 hereof as if received in respect of the sale of any Vessel or Vessels;




          (L) Not, without the previous consent in writing of the Mortgagee, to put any Vessel or
Vessels or suffer any Vessel or Vessels to be put into the possession of any Person for the
purpose of work being done upon her or them other than routine drydockings and ordinary
maintenance in an amount exceeding or likely to exceed US $2,500,000 (or the equivalent in any
other currency) in the aggregate unless such work is fully covered by insurance, subject to
applicable deductibles satisfactory to the Mortgagee, or unless such Person shall first have given
to the Mortgagee and on terms satisfactory to it a written undertaking not to exercise any lien on
such Vessel or Vessels or her or their Earnings for the cost of such work or otherwise;




          (M) To keep the Vessels documented under the flag of the United States of America qualified
to operate in the coastwise trade of the United States of America and to do or suffer to be done
nothing whereby such documentation may be forfeited or imperiled;




          (N) To keep and to cause each Vessel to be kept free and clear of all liens, charges,
mortgages and encumbrances except in favor of the Mortgagee, and except for charters entered into
in the ordinary course of business and crew’s wages remaining unpaid in accordance with reasonable
commercial practices, wages of stevedores when employed directly by any Vessel or for collision or
salvage or general average, liens in favor of suppliers of necessaries or other similar liens
arising in the ordinary course of its business, accrued for not more than sixty (60) days (unless
any such lien is being contested in good faith and by appropriate proceedings or other acts and
the Owner shall have set aside such Vessel’s books adequate reserves with respect to such lien and
so long as such deferment in payment shall not subject such Vessel to forfeiture or loss) or liens
for loss, damage or expense which are fully covered by insurance, subject to applicable
deductibles satisfactory to the Mortgagee, or in respect of which a bond or other security has
been posted by or on behalf of the Owner with the appropriate court or other tribunal to prevent
the arrest or secure the release of any Vessel or Vessels from arrest, and not, except in favor of
the Mortgagee, to pledge, charge, assign or otherwise encumber (in favor of any Person other than
the Mortgagee) any Vessel’s or Vessels’ Insurances, Earnings or Requisition Compensation or to
suffer the creation of any such pledge, charge, assignment or encumbrance as aforesaid to or in
favor of any Person other than the Mortgagee;




          (O) To comply with Section 2.06(c) of the Credit Agreement with respect to any sale of the
Vessels or Total Loss of the Vessels.




          (P) To pay promptly to the Mortgagee all moneys (including reasonable fees of counsel)
whatsoever which the Mortgagee shall or may expend, be put to or become liable for, in or about the
protection, maintenance or enforcement of the security created by this Mortgage or in or about the
exercise by the Mortgagee of any of the powers vested in it




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hereunder and to pay interest thereon at the Default Rate from the date whereon such expense or
liability was incurred by the Mortgagee;




          (Q) To comply with all declaration and reporting requirements imposed by the protection and
indemnity club or insurers and to pay all premiums required to maintain in force the necessary
U.S. Oil Pollution Cover;




          (R) To comply with and satisfy all the requisites and formalities established by the laws of
the United States of America to perfect this Mortgage as a legal, valid and enforceable first
preferred ship mortgage upon the Vessels and to furnish to the Mortgagee from time to time such
proofs as the Mortgagee may reasonably request for its satisfaction with respect to the compliance
by the Owner with the provisions of this Section 5(R);




          (S) Not without the previous consent of the Mortgagee in writing, which consent shall not be
unreasonably withheld, to enter into any demise, bareboat or time charter with any entity unless
(i) the charter is subject to and subordinate to the rights of the Mortgagee under this Mortgage,
(ii) the terms and conditions of such charter are on an arm’s length basis; (iii) in the case of
charters having a duration in excess of one (1) year, such charters contain the following
provision:





“This Charter is subject and subordinate to a First Preferred Fleet
Mortgage in favor of Wells Fargo Bank, National Association, as Mortgagee,
and to each of the rights and remedies of said Mortgagee under said
Mortgage and shall be terminable at the option of said Mortgagee in the
event of the foreclosure of said Mortgage by said Mortgagee, which option
shall be exercisable by the Mortgagee within thirty (30) days of such
foreclosure; provided that the Mortgagee has actual knowledge of
such Charter.”


and (iv) the Owner shall, within ten (10) calendar days of entering into any such charter having a
duration in excess of one (1) year, transmit a copy of the charter to the Mortgagee;




          (T) To place or to cause to be placed and at all times and places to retain or to cause to be
retained a properly certified copy of this Mortgage on board each self-propelled Vessel and with
each Vessel’s papers and cause this Mortgage to be exhibited to any and all Persons having
business with any Vessel which might give rise to any lien thereon other than liens for crew’s
wages and salvage, and to any representative of the Mortgagee on demand; and to place and keep or
to cause to be placed and kept prominently displayed in the chart room and in the Master’s cabin
of each self-propelled Vessel a framed printed notice in plain type in English of such size that
the paragraph of reading matter shall cover a space not less than six inches wide by nine inches
high, reading as follows:




“NOTICE OF MORTGAGE”





This Vessel is owned by [Name of Owner] and is subject to a first preferred
fleet mortgage (the “First Mortgage”) in favor of Wells Fargo Bank,
National Association, as administrative agent and security trustee, under
the authority of Chapter 313 of Title 46 of the United States Code.



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Under the terms of the said First Mortgage, neither the Owner nor any
charterer nor the Master of this Vessel nor any other Person has any power,
right or authority whatsoever to create, incur or permit to be imposed upon
this Vessel any lien or encumbrance except for crew’s wages, salvage,
general average and for wages of stevedores when employed directly by this
Vessel.



          6. Mortgagee’s Right to Cure. Without prejudice to any other rights
of the Mortgagee hereunder:





	 	(i)	 	in the event that the provisions of Section
5(B) hereof or any of them shall not be complied with, the Mortgagee
shall be at liberty, but not obligated, to effect and thereafter to
replace, maintain and renew all such Insurances upon the Vessels as it
in its sole discretion may deem advisable;
	 
	 	(ii)	 	in the event that the provisions of Section
5(C) and/or 5(D) hereof or any of them shall not be complied with, the
Mortgagee shall be at liberty, but not obligated, to arrange for the
carrying out of such repairs and/or surveys as it deems expedient or
necessary; and
	 
	 	(iii)	 	in the event that the provisions of Section
5(F) hereof or any of them shall not be complied with, the Mortgagee
shall be at liberty, but not obligated, to pay and discharge all such
debts, damages and liabilities as are therein mentioned and/or to take
any such measures as it deems expedient or necessary for the purpose of
securing the release of such Vessels;






     Any and all expenses incurred by the Mortgagee (including fees of
counsel) in respect of its performances under the foregoing subsections (i),
(ii), and (iii) shall be paid by the Owner on demand, with interest thereon
at the rate provided for in Section 5(P) hereof from the date when such
expenses were incurred by the Mortgagee.



          7. Events of Default and Remedies.




          (A) In case any one or more of the following events herein termed an “Event of
Default” shall occur and shall not have been received:





	 	(i)	 	an Event of Default stipulated in Section 6.01
of the Credit Agreement shall occur and be continuing;
	 
	 	(ii)	 	a default by the Owner occurs in the due and
punctual observance of any of the covenants contained in subsections
(B) (other than subclauses (iv), (vi) and (xi) thereof), (F), (G),
(K), (M), (N), (O), (Q), (R), (S), or (T) of Section 5 of this
Mortgage; or




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	 	(iii)	 	a default by the Owner occurs in the due and punctual
observance of any of the covenants contained in subsections (A),
(C), (D), (E), (H), (I), (J), (L) or (P) or subclauses (iv), (vi) or
(xi) of subsection (B) of Section 5 of this Mortgage and such
default continues unremedied for a period of thirty (30) days.





          (B) If any Event of Default shall occur, the Mortgagee shall be entitled:





	 	(i)	 	to demand payment by written notice of the
Obligations, whereupon such payment shall be immediately due and
payable, anything contained in the Credit Agreement, the Note, this
Mortgage or any of the other Credit Documents to the contrary
notwithstanding and without prejudice to any other rights and remedies
of the Mortgagee under the Credit Agreement, the Note, this Mortgage,
any of the other Credit Documents or applicable law, provided,
however, that if, before any sale of any Vessel or Vessels, all
defaults shall have been remedied in a manner satisfactory to the
Mortgagee, the Mortgagee may waive such defaults by written notice to
the Owner; but no such waiver shall extend to or affect any subsequent
or other default or impair any rights and remedies consequent thereon;
	 
	 	(ii)	 	at any time and as often as may be necessary
to take any such action as the Mortgagee may in its discretion deem
advisable for the purpose of protecting the security created by this
Mortgage and each and every expense or liability (including reasonable
fees of counsel) so incurred by the Mortgagee in or about the
protection of such security shall be repayable to it by the Owner
promptly after demand, together with interest thereon at the Default
Rate from the date when such expense or liability was incurred by the
Mortgagee. The Owner shall promptly execute and deliver to the
Mortgagee such documents or cause promptly to be executed and
delivered to the Mortgagee such documents, if any, and shall promptly
do and perform such acts, if any, as in the opinion of the Mortgagee
or its counsel may be necessary or advisable to facilitate or expedite
the protection, maintenance and enforcement of the security created by
this Mortgage;
	 
	 	(iii)	 	to exercise all the rights and remedies in
foreclosure and otherwise given to the Mortgagee by any applicable
law, including those under the provisions of the Ship Mortgage Act;
	 
	 	(iv)	 	to take possession of any Vessel or Vessels,
wherever the same may be, without prior demand and without legal
process (when permissible under applicable law) and cause the Owner or
other Person in possession thereof forthwith upon demand of the




-15-









 












	 	 	 	Mortgagee to surrender to the Mortgagee possession thereof as demanded by the Mortgagee;
	 
	 	(v)	 	to require that all policies, contracts and other records relating to the Insurances
(including details of and correspondence concerning outstanding claims) be forthwith
delivered to such adjusters, brokers or other insurers as the Mortgagee may nominate;
	 
	 	(vi)	 	to collect, recover, compromise and give a good discharge for all claims then outstanding or
thereafter arising under the Insurances or any of them and to take over or institute (if
necessary using the name of the Owner) all such proceedings in connection therewith as the
Mortgagee in its absolute discretion deems advisable and to permit the brokers through whom
collection or recovery is effected to charge the usual brokerage therefor;
	 
	 	(vii)	 	to discharge, compound, release or compromise claims against the Owner in respect of the
Vessels which have given or may give rise to any charge or lien thereon or which are or may
be enforceable by proceedings there against;
	 
	 	(viii)	 	to take appropriate judicial proceedings for the foreclosure of this Mortgage and/or for
the enforcement of the Mortgagee’s rights hereunder or otherwise; recover judgment for any
amount due in respect of the Credit Agreement, the Note, this Mortgage or any of the other
Credit Documents and collect the same out of any property of the Owner;
	 
	 	(ix)	 	to sell any Vessel or Vessels at public auction, free from any claim of or by the Owner of
any nature whatsoever by first giving notice of the time and place of sale with a general
description of the property in the following manner:






	 	(a)	 	by publishing such notice for ten (10) consecutive days in a daily
newspaper of general circulation published in New York City;
	 
	 	(b)	 	if the place of sale should not be New York City, then also by
publication of a similar notice in a daily newspaper, if any, published at the place
of sale; and
	 
	 	(c)	 	by sending a similar notice by telecopy confirmed by registered mail to
the Owner at its address hereinafter set forth at least fourteen (14) days prior to
the date of sale.






	 	 	 	Such sale of any Vessel or Vessels may be held at such place as the Mortgagee in such
notices may have specified, or such sale may be adjourned by the Mortgagee from time to
time by announcement at




-16-









 












	 	 	 	the time and place appointed for such sale or for such adjourned sale
and without further notice or publication the Mortgagee may make such
sale at the time and place to which the same shall be so adjourned;
and such sale may be conducted without bringing any Vessel or Vessels
to the place designated for such sale and in such manner as the
Mortgagee may deem to be for its best advantage, and the Mortgagee
may become the purchaser at such sale.
	 
	 	(x)	 	pending sale of any Vessel or Vessels (either
directly or indirectly) to manage, charter, lease, insure, maintain
and repair such Vessel or Vessels and to employ or lay up such Vessel
or Vessels upon such terms, in such manner and for such period as the
Mortgagee in its absolute discretion deems expedient, and which is
permitted by applicable law, and for the purpose aforesaid the
Mortgagee shall be entitled to do all lawful acts and things
incidental or conducive thereto and in particular to enter into such
arrangements respecting such Vessel or Vessels, their insurance,
management, maintenance, repair, classification and employment in all
respects as if the Mortgagee were the owner of such Vessel or Vessels
and without being responsible for any loss thereby incurred;
	 
	 	(xi)	 	to recover from the Owner on demand any such
losses as may be incurred by the Mortgagee in or about the exercise of
the powers vested in the Mortgagee under Section 7(B)(x) above with
interest thereon at the Default Rate from the date when such losses
were incurred by the Mortgagee; and
	 
	 	(xii)	 	to recover from the Owner on demand all
expenses, payments and disbursements (including fees and expenses of
counsel) incurred by the Mortgagee in or about or incidental to the
exercise by it of any of the powers vested in it hereunder together
with interest thereon at the Default Rate from the date when such
expenses, payments or disbursements were incurred by it;




PROVIDED, ALWAYS, that any sale of a Vessel or Vessels or any interest therein by the Mortgagee
pursuant to Section 7(B)(ix) above shall operate to divest all right, title and interest of the
Owner, its successors and assigns, in or to such Vessel or Vessels so sold and upon such sale the
purchaser shall not be bound to see or inquire whether the Mortgagee’s power of sale has arisen in
the manner herein provided and the sale shall be deemed to be within the power of the Mortgagee and
the receipt of the Mortgagee for the purchase money shall effectively discharge the purchaser who
shall not be concerned with the manner of application of the proceeds of sale or be in any way
answerable therefor.




          In case the Mortgagee shall have proceeded to enforce any right, power or remedy under this
Mortgage by foreclosure, entry or otherwise, and such proceedings shall have been discontinued or
abandoned for any reason or shall have been determined adversely to the Mortgagee, then and in
every such case the Owner and the Mortgagee shall be restored to their




-17-









 







former positions and rights hereunder with respect to the property, subject or intended to be
subject to this Mortgage, and all rights, remedies and powers of the Mortgagee shall continue as
if no such proceedings had been taken.




          (C) Notwithstanding the foregoing, it is understood that a Total Loss of any Vessel or Vessels
shall not be deemed to be a default under this Mortgage, the Credit Agreement, the Note, the other
Credit Documents, or any of them.




          8. Application of Proceeds. The proceeds of any sale of any Vessel or Vessels made
either under the power of sale hereby granted to the Mortgagee or under a judgment or decree in any
judicial proceedings for the foreclosure of this Mortgage or for the enforcement of any remedy
granted to the Mortgagee hereunder, any net earnings arising from the management, charter or other
use of such Vessel or Vessels by the Mortgagee under any of the powers herein contained or by law
provided and the proceeds of any and all Insurances and any claims for damages on account of such
Vessel or Vessels or the Owner of any nature whatsoever and any Requisition Compensation, shall be
applied as follows:





     First, to the Mortgagee in an amount sufficient to pay in full
the costs and expenses of the Mortgagee in connection with any sale,
disposition or other realization, including all fees, costs, expenses,
liabilities and advances incurred or made by the Mortgagee in connection
therewith, including, without limitation, attorneys’ fees and costs, whether
by reason of any sale, retaking, management or operation of any Vessel or
Vessels and all other sums payable to the Mortgagee hereunder by reason of
any expenses or liabilities incurred or advances made by it for the
protection, maintenance and enforcement of the security or of any of its
rights hereunder or in the pursuit of any remedy hereby conferred; and at
the option of the Mortgagee to the payment of all taxes, assessments or
liens claiming priority over the lien of this Mortgage;




     Second, to the Lenders in an amount equal to accrued interest
then due and payable under this Mortgage and the other Credit Documents
(except for Lender Rate Contracts and Lender Bank Products);




     Third, pari passu and ratably, to (i) the Lenders in an amount
equal to the principal amount of the outstanding Loans and L/C Borrowings
and to Cash Collateralize the remaining L/C Obligations on a pro rata basis
in accordance with the then outstanding principal amount of the Loans and
L/C Obligations (with the portion allocated to the Revolving Loans, Swing
Line Loans and L/C Obligations to be applied first to repay the Swing Line
Loans in full, second to repay the Revolving Loans in full and then to Cash
Collateralize the Obligations in an amount equal to the then Effective
Amount of all L/C Obligations) and (ii) to the Lender(s) and Affiliates
thereof to whom obligations are owed in connection with any Lender Rate
Contract the terms of which comply with the Credit Agreement to the extent
of the associated Termination Value of such Lender Rate Contract, and such
proceeds will not be applied to the extent



-18-









 







of any excess over such Termination Value in connection with any Lender
Rate Contact, until the Obligations (other than obligations under this
clause (ii)) have been paid in full and the Revolving Loan Commitments have
been terminated;




     Fourth, to the Lenders in an amount equal to any other
Obligations, which are then unpaid (other than any Obligations related to
Lender Rate Contracts and Lender Bank Products);




     Fifth, to the Lenders and Affiliates thereof in an amount equal
to any other Obligations related to Lender Rate Contracts the terms of which
comply with the Credit Agreement, which are then unpaid;




     Sixth, to the Lenders and Affiliates thereof in an amount
equal to any Obligations related to Lender Bank Products which are then
unpaid; and




     Finally, upon payment in full of all of the Obligations, to the
person legally entitled thereto.


In the event that the proceeds are insufficient to pay the amounts specified in paragraphs
“First,” “Second,” “Third,” “Fourth,” “Fifth” or “Sixth” above, the Mortgagee shall be entitled
to collect the balance from the Owner or any other Person liable therefor.




          9. No Waiver. No delay or omission of the Mortgagee to exercise any right or power
vested in it under the Credit Agreement, the Note, this Mortgage, the other Credit Documents or
any of them shall impair such right or power or be construed as a waiver thereof or as
acquiescence in any default by the Owner hereunder, nor shall the acceptance by the Mortgagee of
any payments in connection with this Mortgage from any source be deemed a waiver hereunder.
However, if at any time after an Event of Default and prior to the actual sale of any Vessel by
the Mortgagee or prior to any foreclosure proceedings the Owner cures all Events of Default and
pays all expenses, advances and damages to the Mortgagee consequent on such Events of Default,
with interest at the Default Rate from the date when such expenses, advances and damages were
incurred, then the Mortgagee may accept such cure and payment and restore the Owner to its former
position, but such action shall not affect any subsequent Event of Default or impair any rights
consequent thereon.




          10. Delegation of Power. The Mortgagee shall be entitled at any time and as often as
may be expedient to delegate all or any of the powers and discretions vested in it by this
Mortgage (including the power vested in it by virtue of Section 12 hereof) in such manner and upon
such terms and to such Persons as the Mortgagee in its absolute discretion may deem advisable.




          11. Indemnity. Without prejudice to any other rights and remedies of the Mortgagee
under the Credit Agreement, the Note, this Mortgage or any of the other Credit Documents, the Owner
hereby agrees and undertakes to indemnify the Mortgagee against all obligations and liabilities
whatsoever and whomsoever arising which the Mortgagee may incur in good faith in respect of, in
relation to or in connection with the Vessels or any Vessel or





-19-









 







otherwise howsoever in relation to or in connection with the enforcement of the Mortgagee’s rights
hereunder or under any of the other Credit Documents to which the Owner is a party; provided,
however, that no such indemnity obligation shall be effective if any such obligation or liability
is the result of the gross negligence or willful misconduct of the Mortgagee.




          12. Power of Attorney.




          (A) The Owner hereby irrevocably appoints the Mortgagee as its attorney-in-fact for the
duration of the Security Period to do in its name or in the name of the Owner all acts which the
Owner, or its successors or assigns, could do in relation to the Vessels, including without
limitation, to demand, collect, receive, compromise, settle and sue for (insofar as the Mortgagee
lawfully may) all freights, hire, earnings, issues, revenues, income and profits of the Vessels,
and all amounts due from underwriters under the Insurances as payment of losses or as return
premiums or otherwise, salvage awards and recoveries, recoveries in general average or otherwise,
and all other sums due or to become due to the Owner or in respect of the Vessels, and to make,
give and execute in the name of the Owner, acquittance, receipts, releases or other discharges for
the same, whether under seal or otherwise, to take possession of, sell or otherwise dispose of or
manage or employ, the Vessels, to execute and deliver charters and a bill of sale with respect to
the Vessels, and to endorse and accept in the name of the Owner all checks, notes, drafts,
warrants, agreements and all other instruments in writing with respect to the foregoing. PROVIDED,
HOWEVER, that, unless the context otherwise permits under this Mortgage, such power shall not be
exercisable by or on behalf of the Mortgagee unless and until any Event of Default shall occur and
be continuing and shall not be exercisable after all defaults have been cured.




          (B) The exercise of the power granted in this Section 12 by or on behalf of the Mortgagee
shall not require any Person dealing with the Mortgagee to conduct any inquiry as to whether any
such Event of Default has occurred and is continuing, nor shall such Person be in any way affected
by notice that any such Event of Default has not occurred nor is continuing, and the exercise by
the Mortgagee of such power shall be conclusive evidence of its right to exercise the same.




          13. Appointment of Receiver. If any legal proceedings shall be taken to enforce any
right under this Mortgage, the Mortgagee shall be entitled as a matter of right to the appointment
of a receiver of the Vessels and of the freights, hire, earnings, issues, revenues, income and
profits due or to become due and arising from the operation thereof.




          14. Commencement of Proceedings. The Mortgagee shall have the right to commence
proceedings in the courts of any country having competent jurisdiction and in particular the
Mortgagee shall have the right to arrest and take action against any Vessel at whatever place such
Vessel shall be found lying and for the purpose of any action which the Mortgagee may bring before
the local court for the jurisdiction of such court or other judicial authority and the Owner agrees
that for the purpose of proceedings against any Vessel any writ, notice, judgment or other legal
process or documents may be served upon the Master of the applicable Vessel (or upon anyone acting
as the Master) and that such service shall be deemed good service on the Owner for all purposes.





-20-









 








          15. Partial Invalidity. In the event that any provision or provisions of this
Mortgage shall be declared invalid, void or otherwise inoperative by any present or future court
of competent jurisdiction in any country, the Owner will, without prejudice to any other right and
remedy of the Mortgagee under the Credit Agreement, the Note, this Mortgage, the other Credit
Documents or any of them, execute and deliver such other and further instruments and do such
things as in the opinion of the Mortgagee or its counsel will be reasonably necessary or advisable
to carry out the true intent and spirit of this Mortgage. In any event, any such declaration of
partial invalidity shall not affect the validity of any other provision or provisions of this
Mortgage, or the validity of this Mortgage as a whole.




          16. Cumulative Remedies. Each and every power and remedy in this Mortgage
specifically given to the Mortgagee shall be in addition to every other power and remedy herein or
in the Credit Agreement, the Note or the other Credit Documents specifically given or now or
hereafter existing at law, in equity, admiralty, or by statute, and each and every power and
remedy whether specifically in this Mortgage or in the Credit Agreement, the Note or the other
Credit Documents given or otherwise existing may be exercised from time to time and as often and
in such order as may be deemed expedient by the Mortgagee, and the exercise or the beginning of
the exercise of any such power or remedy shall not be construed to be a waiver of the right to
exercise at the same time or thereafter any other power or remedy under the Credit Agreement, the
Note, this Mortgage or any other Credit Documents.




          17. Recordation of Mortgage. For the purpose of recording this First Preferred Fleet
Mortgage the total amount is Six Hundred Million United States Dollars (US $600,000,000)
(exclusive of interest, expenses and fees) and interest and performance of mortgage covenants. The
discharge amount is the same as the total amount and there is no separate discharge amount for the
Vessels.




          18. No Waiver of Preferred Status. Anything herein to the contrary notwithstanding,
it is intended that nothing herein shall waive the preferred status of this Mortgage under the
Ship Mortgage Act or under the corresponding provisions of any other jurisdiction in which it is
sought to be enforced and that, if any provision or portion thereof herein shall be construed to
waive the preferred status of this Mortgage, then such provision to such extent shall be void and
of no effect.




          19. Counterparts. This Mortgage may be executed in any number of counterparts each of
which shall be an original but such counterparts shall together constitute but one and the same
instrument.




          20. Notices. Notices and other communications hereunder shall be in writing and shall
be sent in accordance with the Credit Agreement.




          21. Rights of Owner. Unless one or more Events of Default shall have occurred and be
continuing, the Owner (a) shall be suffered and permitted to retain actual possession and use of
the Vessels and (b) shall have the right, from time to time in its discretion, and without
application to the Mortgagee, and without obtaining a release thereof by the Mortgagee, to dispose
of, free from the lien hereof, any boilers, engines, machinery, masts, spars, sails, rigging,
boats, anchors, cables, chains, tackle, apparel, furniture, fittings, equipment or any




-21-









 







other appurtenances of any Vessels that are no longer useful, necessary, profitable or
advantageous in the operation of such Vessels, first or simultaneously replacing the same with
boilers, engines, machinery, masts, spars, sails, rigging, boats, anchors, cables, chains, tackle,
apparel, furniture, fittings, equipment or any other appurtenances of substantially equal or
greater value, which shall forthwith become subject to the lien of this Mortgage.




          22. Amendments, Etc. No amendment, modification, supplement, extension, termination
or waiver of any provision of this Mortgage, no approval or consent thereunder, and no consent to
any departure by the Owner therefrom, may in any event be effective unless in writing signed by
the Mortgagee, and then only in the specific instance and for the specific purpose given and any
such amendment, modification, supplement, extension, termination or waiver shall be binding upon
the Mortgagee and the Owner. The Owner and the Mortgagee hereby agree to amend this Mortgage from
time to time in order to add to the Vessels covered by this Mortgage any vessel or vessels
acquired by the Owner after the date hereof and during the Security Period, any such amendment to
be in form and substance acceptable to the Mortgagee.




          23. Successors and Assigns. This Mortgage and all obligations of the Owner hereunder
shall be binding upon the successors and assigns of the Owner, and shall, together with the rights
and remedies of the Mortgagee hereunder, inure to the benefit of the Mortgagee and its successors
and assigns; except that the Owner may not assign or transfer any of its rights or obligations
hereunder without the prior written consent of the Mortgagee. Any assignment or transfer in
violation of the foregoing shall be null and void.




          24. Applicable Law. To the extent not governed by the laws of the United States of
America, this Mortgage 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.




          25. Headings. In this Mortgage, section headings are inserted for convenience of
reference only and shall be ignored in the interpretation of this Mortgage.




          26. Reinstatement. This Mortgage shall remain in full force and effect and continue to
be effective should any petition be filed by or against the Owner for liquidation or
reorganization, should the Owner become insolvent or make an assignment for the benefit of
creditors or should a receiver or trustee be appointed for all or any significant part of the
Owner’s property and assets, and shall continue to be effective or be reinstated, as the case may
be, if at any time payment and performance of the Obligations, or any part thereof, is, pursuant to
applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any
obligee of the Obligations, whether as a “voidable preference,” “fraudulent conveyance,” or
otherwise, all as though such payment or performance had not been made. In the event that any
payment, or any part thereof, is rescinded, reduced, restored or returned, the Obligations shall be
reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or
returned.




          27. No Waiver; Cumulative Remedies.





-22-









 








          (A) The Mortgagee shall not by any act, delay, omission or otherwise be deemed to have waived
any of its rights or remedies hereunder or under the Credit Agreement or the other Credit
Documents, nor shall any single or partial exercise of any right or remedy hereunder or thereunder
on any one or more occasions preclude the further exercise thereof or the exercise of any other
right or remedy under any of the Credit Documents.




          (B) The rights and remedies hereunder provided or provided under the Credit Agreement or the
other Credit Documents are cumulative and may be exercised singly or concurrently, and are not
exclusive of any rights and remedies provided by law or by any of the other Credit Documents.




          (C) None of the terms or provisions of this Mortgage may be waived, altered, modified or
amended except by an instrument in writing, duly executed by the Owner and the Mortgagee, Unless
otherwise specified in any such waiver or consent, a waiver or consent given hereunder shall be
effective only in the specific instance and for the specific purpose for which given.




          28. Time is of the Essence. Time is of the essence for the performance of each of the
terms and provisions of this Mortgage.




          29. Further Indemnification. The Owner agrees to pay, and to save the Mortgagee
harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any
and all excise, sales or other similar taxes which may be payable or determined to be payable with
respect to any of the Collateral or in connection with any of the transactions contemplated by
this Mortgage.




          30. ENTIRE AGREEMENT. THIS MORTGAGE, THE CREDIT AGREEMENT, THE NOTE AND THE OTHER
CREDIT DOCUMENTS REPRESENT THE COMPLETE AND FINAL AGREEMENT AMONG THE OWNER AND THE MORTGAGEE AND
SUPERSEDES ALL PRIOR AGREEMENTS, WRITTEN OR ORAL, ON THE SUBJECT MATTER HEREOF AND THEREOF AND MAY
NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF SUCH
PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN OR AMONG THE OWNER, THE MORTGAGEE AND THE
LENDERS.




          31. Payments Free of Taxes, Etc. All payments made by the Owner under this Mortgage
shall be made by the Owner free and clear of and without deduction for any and all present and
future taxes, levies, charges, deductions and withholdings (except as otherwise provided in the
Credit Agreement). In addition, the Owner shall pay upon demand any stamp or other taxes, levies or
charges of any jurisdiction with respect to the execution, delivery, filing, recordation,
performance and enforcement of this Mortgage. Upon request by the Mortgagee, the Owner shall
furnish evidence satisfactory to the Mortgagee that all requisite authorizations and approvals by,
and notices to and filings with, governmental authorities and regulatory bodies have been obtained
and made and that all requisite taxes, levies and charges have been paid.




-23-









 








          32. The Owner’s Continuing Liability. Notwithstanding any provision of this Mortgage
or any other Credit Document or any exercise by the Mortgagee of any of its rights hereunder or
thereunder (including, without limitation, any right to collect or enforce any Collateral), (i) the
Owner shall remain liable to perform its obligations and duties in connection with the Collateral
and (ii) the Mortgagee shall not assume or be considered to have assumed any liability to perform
such obligations and duties or to enforce any of the Owner’s rights in connection with the
Collateral.




          33. WAIVER OF JURY TRIAL. EACH OF THE OWNER, AND BY ITS ACCEPTANCE HEREOF, THE
MORTGAGEE, HEREBY WAIVES TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM BROUGHT BY ANY
PARTY HERETO OR ANY BENEFICIARY HEREOF ON ANY MATTER WHATSOEVER ARISING OUT OF OR IN ANY WAY
CONNECTED WITH THIS MORTGAGE.




[This Space Intentionally Left Blank]




-24-









 








          IN WITNESS WHEREOF, the Owner has executed this First Preferred Fleet Mortgage for the Vessels
by its duly authorized representative on the day and year first above written.




	 	 	 	 	 
	 	[NAME OF OWNER],
 as
Owner


 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



 









 






	 	 	 	 	 



ACKNOWLEDGMENT




STATE OF [  
                          ])





)
: ss:


COUNTY OF [                         ])




          On this ___day of                     , 2007, before me, a Notary Public in and for the
[               
          ],
[    
                  
   ], personally appeared [        
               
  ],
[                         ] of [                         ], a Delaware limited liability company,
personally known to me (or proved to me on the basis of satisfactory evidence) to be the person
whose name is subscribed to the within instrument and acknowledged to me that he executed the same
in his authorized capacity, and that by his signature(s) on the instrument, the person or the
entity upon behalf of which the person acted, executed the instrument.




          WITNESS my hand and official seal.




	 	 	 	 	 
	 	 	 
	 	Notary Public
 	 



My commission expires:                     




 









 








EXHIBIT 1

to

First Preferred Fleet Mortgage




DESCRIPTION OF VESSELS





	 	 	 	 	 	 
	 
	 	Name	 	 	Official Number	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 





-2-









 






EXHIBIT 2

to

First Preferred Fleet Mortgage




CREDIT AGREEMENT




[To come]




-3-









 





EXHIBIT 3

to

First Preferred Fleet Mortgage




PROMISSORY NOTE




[attach form of revolving loan note and swing line note]





-4-











 





EXHIBIT G




[INTENTIONALLY OMITTED]





G-1









 





EXHIBIT H




SWING LINE NOTE




	 	 	 
	$10,000,000

	 	                    , 20___






     FOR VALUE RECEIVED, 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”) hereby promise to pay to                                          
 (the “Lender”), the principal sum of TEN MILLION DOLLARS
($10,000,000) or such lesser amount as shall equal the aggregate outstanding principal balance of
the Swing Line Loans made by the Lender to the Borrowers pursuant to that certain Credit Agreement,
dated as of April 27, 2007 among the Borrowers, the financial institutions listed in Schedule I
thereto, Wells Fargo Bank, National Association, as administrative agent (the “Administrative
Agent”), as Security Trustee, as Lead Arranger, as L/C Issuer and as Swing Line Lender (as
amended, restated, supplemented or otherwise modified from time to time, the “Credit
Agreement”), on or before the Revolving Loan Maturity Date specified in the Credit Agreement;
and to pay interest on said sum, or such lesser amount, at the rates and on the dates provided in
the Credit Agreement.



     The Borrowers shall make all payments hereunder, for the account of the Lender’s Applicable
Lending Office, to the Administrative Agent as indicated in the Credit Agreement, in lawful money
of the United States and in same day or immediately available funds.



     The Borrowers hereby authorize the Lender to record on the schedule(s) annexed to this Note
the date and amount of each Swing Line Loan and of each payment or prepayment of principal made by
the Borrowers and agree that all such notations shall be conclusive absent manifest error with
respect to the matters noted; provided, however, that the failure of the Lender to make any
such notation shall not affect the Borrowers’ obligations hereunder.



     This Note is the Swing Line Note referred to in that certain Credit Agreement. This Note is
subject to the terms of the Credit Agreement, including the rights of prepayment and the rights of
acceleration of maturity set forth therein, and is secured by the Security Documents. Terms used
herein have the meanings assigned to those terms in the Credit Agreement, unless otherwise defined
herein.



     The transfer, sale or assignment of any rights under or interest in this Note is subject to
certain restrictions contained in the Credit Agreement, including Section 8.05 thereof.



     To the extent set forth in the Credit Agreement, the Borrowers shall pay all fees and
expenses, including attorneys’ fees, incurred by the Lender in the enforcement or attempt to
enforce any of the Borrowers’ obligations hereunder not performed when due. The Borrowers hereby
waive notice of presentment, demand, protest or notice of any other kind.




H-1









 





     This Note 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.



	 	 	 	 	 
	 	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:  	 	 
	 




H-2











 





EXHIBIT I




ASSIGNMENT AGREEMENT




     THIS ASSIGNMENT AGREEMENT, dated as of the date set forth at the top of Attachment 1
hereto, by and among:



     (1) The financial institution designated under item A of Attachment 1 hereto as the Assignor
Lender (“Assignor Lender”); and



     (2) The financial institution designated under item B of Attachment 1 hereto as the Assignee
Lender (“Assignee Lender”).



RECITALS




     A. Assignor Lender is one of the Lenders which is a party to the Credit Agreement,
dated as of April 27, 2007 (as amended, supplemented or otherwise modified in accordance with
its terms from time to time, the “Credit Agreement”), by and among 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”),
the financial
institutions party thereto from time to time (the “Lenders”), 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.



     B. Assignor Lender wishes to sell, and Assignee Lender wishes to purchase, all or a
portion of Assignor Lender’s rights under the Credit Agreement pursuant to Section
8.05(c) of
the Credit Agreement.



AGREEMENT




     Now, therefore, the parties hereto hereby agree as follows:



     1. Definitions. Except as otherwise defined in this Assignment Agreement, all
capitalized terms used herein and defined in the Credit Agreement have the respective meanings
given to those terms in the Credit Agreement.



     2. Sale and Assignment. On the terms and subject to the conditions of this Assignment
Agreement, Assignor Lender hereby agrees to sell, assign and delegate to Assignee Lender and
Assignee Lender hereby agrees to purchase, accept and assume the rights, obligations and duties of
a Lender under the Credit Agreement and the other Credit Documents having a Revolving Loan
Commitment and corresponding Revolving Proportionate Shares as set forth under Column 1 opposite
Assignee Lender’s name on Attachment 1 hereto. Such sale, assignment and delegation shall become
effective on the date designated in Attachment 1 hereto (the “Assignment Effective Date”),
which date shall be, unless the Administrative Agent shall otherwise consent, at least five (5)
Business Days after the date following the date counterparts






I-1









 







of this Assignment Agreement are delivered to the Administrative Agent in accordance with
Section 3 hereof.




     3. Assignment Effective Notice. Upon (a) receipt by the Administrative Agent of
counterparts of this Assignment Agreement (to each of which is attached a fully completed
Attachment 1), each of which has been executed by Assignor Lender and Assignee Lender (and, to the
extent required by Section 8.05(c) of the Credit Agreement, by the Borrowers and the
Administrative Agent) and (b) payment to the Administrative Agent of the registration and
processing fee specified in Section 8.05(e) of the Credit Agreement by Assignor Lender, the
Administrative Agent will transmit to the Borrowers, Assignor Lender and Assignee Lender an
Assignment Effective Notice substantially in the form of Attachment 2 hereto, fully completed (an
“Assignment Effective Notice”).



     4. Assignment Effective Date. At or before 12:00 noon (local time of Assignor Lender)
on the Assignment Effective Date, Assignee Lender shall pay to Assignor Lender, in immediately
available or same day funds, an amount equal to the purchase price, as agreed between Assignor
Lender and Assignee Lender (the “Purchase Price”), for the Revolving Loan Commitment (and
related Loans and participations in L/C Obligations) and corresponding Revolving Proportionate
Shares purchased by Assignee Lender hereunder. Effective upon receipt by Assignor Lender of the
Purchase Price payable by Assignee Lender, the sale, assignment and delegation to Assignee Lender
of such Revolving Loan Commitment (and related Loans and participations in L/C Obligations) and
corresponding Revolving Proportionate Shares as described in Section 2 hereof shall become
effective.



     5. Payments After the Assignment Effective Date. Assignor Lender and Assignee Lender
hereby agree that the Administrative Agent shall, and hereby authorize and direct the
Administrative Agent to, allocate amounts payable under the Credit Agreement and the other Credit
Documents as follows:



          (a) All principal payments made after the Assignment Effective Date with respect to each
Revolving Loan Commitment and corresponding Revolving Proportionate Shares assigned to Assignee
Lender pursuant to this Assignment Agreement shall be payable to Assignee Lender.




          (b) All interest, fees and other amounts accrued after the Assignment . Effective Date with
respect to the Revolving Loan Commitment and corresponding Revolving Proportionate Shares assigned
to Assignee Lender pursuant to this Assignment Agreement shall be payable to Assignee Lender.




          Assignor Lender and Assignee Lender shall make any separate arrangements between themselves
which they deem appropriate with respect to payments between them of amounts paid under the Credit
Documents on account of the Revolving Loan Commitment and corresponding Revolving Proportionate
Shares assigned to Assignee Lender, and neither the Administrative Agent nor the Borrowers shall
have any responsibility to effect or carry out such separate arrangements.




I-2









 








     6. Delivery of Notes. On or prior to the Assignment Effective Date, Assignor Lender
will deliver to the Administrative Agent the Notes (if any) payable to Assignor Lender. On or prior
to the Assignment Effective Date, if requested, the Borrowers will deliver to the Administrative
Agent new Notes for Assignee Lender and Assignor Lender, in each case in principal amounts
reflecting, in accordance with the Credit Agreement, their respective Revolving Loan Commitments
(as adjusted pursuant to this Assignment Agreement). As provided in Section 8.05(c) of the
Credit Agreement, each such new Note shall be dated the Closing Date. Promptly after the Assignment
Effective Date, if new Notes are requested the Administrative Agent will send to each of Assignor
Lender and Assignee Lender, as applicable, its new Notes and, if applicable, will send to the
Borrowers the superseded Notes payable to Assignor Lender, marked “Replaced.”



     7. Delivery of Copies of Credit Documents. Concurrently with the execution and
delivery hereof, Assignor Lender will provide to Assignee Lender (if it is not already a Lender
party to the Credit Agreement) conformed copies of all documents delivered to Assignor Lender on or
prior to the Closing Date in satisfaction of the conditions precedent set forth in the Credit
Agreement.



     8. Further Assurances. Each of the parties to this Assignment Agreement agrees that at
any time and from time to time upon the written request of any other party, it will execute and
deliver such further documents and do such further acts and things as such other party may
reasonably request in order to effect the purposes of this Assignment Agreement.



     9. Further Representations, Warranties and Covenants. Assignor Lender and
Assignee Lender further represent and warrant to and covenant with each other, the
Administrative Agent, the Security Trustee, and the Lenders as follows:



          (a) Other than the representation and warranty that it is the legal and beneficial owner of
the interest being assigned hereby free and clear of any adverse claim, Assignor Lender makes no
representation or warranty and assumes no responsibility with respect to any statements, warranties
or representations made in or in connection with the Credit Agreement or the other Credit Documents
or the execution, legality, validity, enforceability, genuineness, sufficiency or value of the
Credit Agreement or the other Credit Documents furnished or the Collateral or any security interest
therein.




          (b) Assignor Lender makes no representation or warranty and assumes no responsibility with
respect to the financial condition of the Borrowers or any of its obligations under the Credit
Agreement or any other Credit Documents.




          (c) Assignee Lender confirms that it has received a copy of the Credit Agreement and such
other documents and information as it has deemed appropriate to make its own credit analysis and
decision to enter into this Assignment Agreement.




          (d) Assignee Lender will, independently and without reliance upon the Administrative Agent,
Assignor Lender or any other Lender and based upon such documents and information as it shall deem
appropriate at the time, continue to make its own credit decisions in taking or not taking action
under the Credit Agreement and the other Credit Documents.




I-3









 








          (e) Assignee Lender appoints and authorizes the Administrative Agent to take
such action as the Administrative Agent and the Security Trustee on its behalf and to exercise
such powers under the Credit Agreement and the other Credit Documents as the Administrative
Agent and the Security Trustee is authorized to exercise by the terms thereof, together with
such powers as are reasonably incidental thereto, all in accordance with Article VII of the
Credit Agreement.




          (f) Assignee Lender agrees that it will perform in accordance with their terms all of the
obligations which by the terms of the Credit Agreement and the other Credit Documents are required
to be performed by it as a Lender.




          (g) Attachment 1 hereto sets forth administrative information with respect to Assignee Lender.




     10. Effect of this Assignment Agreement. On and after the Assignment Effective Date,
(a) Assignee Lender shall be a Lender with a Revolving Loan Commitment and corresponding Revolving
Proportionate Shares equal to that set forth under Column 2 opposite Assignee Lender’s name on
Attachment 1 hereto and shall have the rights, duties and obligations of such a Lender under the
Credit Agreement and the other Credit Documents and (b) Assignor Lender shall be a Lender with a
Revolving Loan Commitment and corresponding Revolving Proportionate Shares equal to that set forth
under Column 2 opposite Assignor Lender’s name on Attachment 1 hereto, and shall have the rights,
duties and obligations of such a Lender under the Credit Agreement and the other Credit Documents
or, if the Revolving Loan Commitment of Assignor Lender has been reduced to $0, Assignor Lender
shall cease to be a Lender and shall have no further obligation to make any Loans.



     11. Miscellaneous. This Assignment Agreement 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. Section headings
in this Assignment Agreement are for convenience of reference only and are not part of the
substance hereof.



I-4









 





     IN WITNESS WHEREOF, the parties hereto have caused this Assignment Agreement to be executed by
their respective duly authorized officers as of the date set forth in Attachment 1 hereto.



	 	 	 	 	 
	 	__________________________________________, as

Assignor Lender

 	 
	 	By:  	 	 
	 	 	Name: 	 	 
	 	 	Title: 	 	 
	 
	 	__________________________________________, as an

Assignee Lender

 	 
	 	By:  	 	 
	 	 	Name: 	 	 
	 	 	Title: 	 	 



I-5









 






	 	 	 	 	 



	 	 	 	 	 
	CONSENTED TO AND ACKNOWLEDGED BY:




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: 	 	 	 



I-6









 






	 	 	 	 	 
	CONSENTED TO, ACKNOWLEDGED BY, AND ACCEPTED FOR RECORDATION IN REGISTER:



WELLS FARGO BANK, NATIONAL ASSOCIATION,
as the Administrative Agent

 	 	 
	By:  	 	 	 
	 	Name: 	 	 	 
	 	Title: 	 	 	 



I-7









 






ATTACHMENT 1




TO ASSIGNMENT AGREEMENT

NAMES, ADDRESSES, REVOLVING LOAN COMMITMENTS AND

PROPORTIONATE SHARES OF ASSIGNOR LENDER AND ASSIGNEE LENDER

AND ASSIGNMENT EFFECTIVE DATE




________________, 20__




	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Column 1	 	 	Column 2
	 	 	 	 	 	 	Revolving Loan	 	 	Revolving Loan
	 	 	 	 	 	 	Commitment,	 	 	Commitment,
	 	 	 	 	 	 	Principal and	 	 	Principal and
	 	 	 	 	 	 	Revolving	 	 	Revolving
	 	 	 	 	 	 	Proportionate	 	 	Proportionate
	 	 	 	 	 	 	Shares	 	 	Shares After
	 	 	 	 	 	 	Transferred1,2	 	 	Assignment1
	A.
	 	ASSIGNOR LENDER	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	$	 	 	 	$	 
	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	%	 	 	 	%
	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 
	 
	 	Applicable Lending Office:	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 
	 
	 	Address for Notices:	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 
	 
	 	Telephone No.:
___________________________________	 	 	 	 	 	 	 
	 
	 	Telecopier No.:
___________________________________	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 
	 
	 	Wiring Instructions:	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 







 




			
	1	 	To be expressed by a percentage rounded to the eighth digit to the right of the
decimal point.
	 
	2	 	Proportionate Share of Total Revolving Loan Commitment to be sold by
Assignor Lender and
purchased by Assignee Lender pursuant to this Assignment Agreement.




I-8









 










	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Column 1	 	 	Column 2
	 	 	 	 	 	 	Revolving Loan	 	 	Revolving Loan
	 	 	 	 	 	 	Commitment,	 	 	Commitment,
	 	 	 	 	 	 	Principal and	 	 	Principal and
	 	 	 	 	 	 	Revolving	 	 	Revolving
	 	 	 	 	 	 	Proportionate	 	 	Proportionate
	 	 	 	 	 	 	Shares	 	 	Shares After
	 	 	 	 	 	 	Transferred1,2	 	 	Assignment1
	B.
	 	ASSIGNEE LENDER	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	$	 	 	 	$	 
	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	%	 	 	 	%
	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 
	 
	 	Applicable Lending Office:	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 
	 
	 	Address for Notices:	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 
	 
	 	Telephone No.:
___________________________________	 	 	 	 	 	 	 
	 
	 	Telecopier No.:
___________________________________	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 
	 
	 	Wiring Instructions:	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 
	C.
	 	ASSIGNMENT EFFECTIVE DATE:.	 	 	 
	 
	 	________________________, 20___	 	 	 	 	 	 	 








 




			
	1	 	To be expressed by a percentage rounded to the eighth digit to the right of
the decimal point.
	 
	2	 	Proportionate Share of Total Revolving Loan Commitment to be sold
by Assignor Lender and
purchased by Assignee Lender pursuant to this Assignment Agreement.




I-9









 










ATTACHMENT 2




TO ASSIGNMENT AGREEMENT

FORM OF

ASSIGNMENT EFFECTIVE NOTICE




     Reference is made to that certain Credit Agreement, dated as of April 27, 2007 (as amended,
supplemented or otherwise modified in accordance with its terms from time to time, the “Credit
Agreement”), by and among 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”), the financial institutions party thereto from time to time
(the “Lenders”), 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. The Administrative Agent hereby acknowledges
receipt of five executed counterparts of a completed Assignment Agreement, a copy of which is
attached hereto. Terms defined in such Assignment Agreement are used herein as therein defined.



     1. Pursuant to such Assignment Agreement, you are advised that the Assignment Effective Date
will be ____________.



     2. Pursuant to such Assignment Agreement, Assignor Lender is required to deliver to the
Administrative Agent on or before the Assignment Effective Date the Note, if any, payable to
Assignor Lender.



     3. Pursuant to such Assignment Agreement and the Credit Agreement, the Borrowers are required
to deliver to the Administrative Agent on or before the Assignment Effective Date the following
Notes, each dated _______________ [Insert appropriate date]:




[Describe each new Note for Assignor Lender and Assignee Lender as to
principal amount, to the extent that each such Note is requested by Assignor Lender and/or Assignee Lender.]



     4. Pursuant to such Assignment Agreement, Assignee Lender is required to pay its
Purchase Price to Assignor Lender at or before 12:00 noon (local time of Assignor Lender) on
the Assignment Effective Date in immediately available funds.




	 	 	 	 	 
	 	Very truly yours,



WELLS FARGO BANK, NATIONAL ASSOCIATION, as the
Administrative Agent

 	 
	 	By:  	 	 
	 	 	Name: 	 	 
	 	 	Title: 	 	 
	 




I-10









 










EXHIBIT J




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 ___, 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(d), 5.02(e) and 5.03 of the Credit Agreement are set forth below:



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




1









 






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 $50,000,000.




     (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 $25,000,000.


3. 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 and the Borrowers have delivered to the
Administrative Agent all information required to be delivered pursuant to Section 5.02(d) of
the Credit Agreement.


4. 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 Borrowers and their Domestic Subsidiaries in Joint Ventures which are organized under the laws of the
United States of America or any state thereof in an aggregate amount (valued at
cost) are as follows as to each such Joint Venture: [name of JV]: $                     [add



2









 






more
references as needed]. Such Investments are not to exceed, and since the Closing
Date have never exceeded (i) $50,000,000 as to any single Joint Venture which is
organized under the laws of the United States of America or any state thereof or (ii)
$100,000,000 as to all such Joint Ventures since the date of the Credit Agreement.




     (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 $5,000,000 in the aggregate at any one time.




     (d) As of the Test Date, additional Investments (as contemplated by
Section 5.02(e) 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.


5. 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 [3.00:1.00][3.50:1.00].1




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
	 	$	                    	 








 




			
	1	 	Notwithstanding the maximum permitted Leverage Ratio above, if (i) any Permitted
Acquisition is consummated after the Closing Date and (ii) as of the closing date of any such
Permitted Acquisition the Total Leverage is actually greater than 2.50 to 1.00 or is greater
than 2.50 to 1.00 on a pro forma basis after giving effect to such Permitted Acquisition, the
maximum Permitted Leverage ratio shall be 3.50 to 1.00 for twelve consecutive months beginning
on the date of such Permitted Acquisition is consummated (and the maximum ratio shall revert
to 3.00 to 1.00 after the end of such twelve month period)]




3









 










	 	 	 	 	 
	          (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
	 	$	                    	 
	 
	 	 	 	 
	          (vi) All net obligations of the Loan Parties,
contingent or otherwise, under or with respect to Rate
Contracts on a marked to market basis;
	 	$	                    	 
	 
	 	 	 	 
	          (vii) All Unfunded Pension Liabilities of the
Loan Parties
	 	$	                    	 
	 
	 	 	 	 
	          (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.
	 	$	                    	 






4









 






	 	 	 	 	 
	     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:
	 	 	 	 
	 
	 	 	 	 
	(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, Permitted Acquisition or other
acquisition approved by the Required Lenders
	 	$	                    	 
	 
	 	 	 	 
	          (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
	 	$	                    	 






5









 






	 	 	 	 	 
	     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).
	 	 	 	 
	 
	 	 	 	 
	     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 —

[(a) ÷ (b)]
	 	 	                     : 1.00	 





6. 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
1.50:1.00 as of the Test Date.




 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
	 	$	                    	 






6









 






	 	 	 	 	 
	(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) Numerator for Fixed Charge Coverage Ratio

[(a)+(b)-(c)-(d)-(e)]
	 	 	$                     	 
	 
	 	 	 	 
	Divided by
	 	 	 	 
	 
	 	 	 	 
	(g) Fixed Charges for the Annual Period:
	 	 	 	 
	 
	 	 	 	 
	          (i) Cash Interest Expense for the Annual Period
	 	 	$                     	 
	 
	 	 	 	 
	          (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 (g) — Fixed Charges [(i)+(ii)+(iii)+(iv)]
	 	 	$                     	 
	 
	 	 	 	 
	Fixed Charge Coverage Ratio equals [((f)÷(g)]
	 	 	                    :1.00	 





     7. 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 $                             .




The minimum required amount of Net Worth as of the Test Date was computed as follows:




	 	 	 	 	 
	(a) $304,854,704.35
	 	$	304,854,704.35	 
	 
	 	 	 	 
	     (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, 2006 through and including the fiscal
year ending immediately prior to the Test Date
	 	 	$                     	 






7









 






	 	 	 	 	 
	(excluding any quarter in which net income is negative)
	 	 	 	 
	 
	 	 	 	 
	     (c) One-hundred percent (100%) 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, 2006
	 	$	                    	 
	 
	 	 	 	 
	(d) Minimum required Net Worth

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





8. 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]





8









 







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:  	 	 
	 




9











 





EXHIBIT K




PERFECTION CERTIFICATES




(see attached)






 









 







PLEASE COMPLETE AND RETURN

AS SOON AS POSSIBLE TO:




Ramon P. Galvan, Esq.

Orrick, Herrington & Sutcliffe, LLP

777 S. Figueroa Street, Suite 3200

Los Angeles, CA 90017

Tele: 213-612-2383

Fax: 213-612-2499

rgalvan@orrick.com




PERFECTION CERTIFICATE




          The undersigned,                                              (the “COMPANY”), hereby
represents and warrants to Wells Fargo Bank, National Association, as administrative agent and a
lender (“AGENT”) that the following information is true, accurate and complete:




     1. NAMES OF THE COMPANY.




          a. The exact legal name of the COMPANY as it appears in its
Articles or Certificate of Incorporation, including any amendments thereto, is as
follows:

 






          b. The federal employer identification number of the COMPANY is
as follows:

 





          c. The COMPANY was formed on                     ,                     , under
the laws of                                      and is in good standing under those laws.




          d. The following is a list of all other names (including fictitious
names, d/b/a’s, trade names or similar appellations) used by the COMPANY or any of its
divisions or other unincorporated business units during the past five (5) years:


 




 









 






          e. The following are the names of all entities which have been
merged into the COMPANY during the past five (5) years:

________________________________________________________________________________________________________________ .




          f. The following are the names and addresses of all entities from
whom the COMPANY has acquired any personal property in a transaction not in the
ordinary course of business during the past five (5) years, together with the date of
such
acquisition and the type of personal property acquired (e.g., equipment, inventory,
etc.):



	 	 	 	 	 	 	 	 	 
	 	 	 	 	Street and	 	 	 	 
	 	 	Name	 	Mailing Address	 	Date of Acquisition	 	Type of Property
	 
	 	 	 	 	 	 	 	 
	(i)	 	 
	 .
	 
	 	 	 	 	 	 	 	 
	(ii)	 	 
	 .
	 
	 	 	 	 	 	 	 	 
	(iii)	 	 
	 .
	 
	 	 	 	 	 	 	 	 
	(iv)	 	 
	 .






     2. NAMES OF SUBSIDIARIES OF THE COMPANY. Complete this section for any
subsidiary of the COMPANY now existing.




          a. The exact legal name of each subsidiary of the COMPANY as it
appears in its Articles or Certificate of Incorporation, including any amendments thereto,
is as follows:



	 	 	 	 
	(i)

	 	 
	 .
	 
	 	 
	(ii)

	 	 
	 .
	 
	 	 
	(iii)

	 	 
	 .
	 
	 	 
	(iv)

	 	 
	 .






-2-









 







          b. The federal employer identification number of each subsidiary of
the COMPANY is as follows:



	 	 	 	 	 	 	 	 	 
	 	 	Name	 	Number	 
	 
	 	 	 	 	 	 	 	 
	(i)	 	 
	.
	 
	 	 	 	 	 	 	 	 
	(ii)	 	 
	.
	 
	 	 	 	 	 	 	 	 
	(iii)	 	 
	.
	 
	 	 	 	 	 	 	 	 
	(iv)	 	 
	.







          c. The following is a list of the jurisdiction and date of incorporation
of each subsidiary of the COMPANY:



	 	 	 	 	 	 	 
	 	 	 	 	 	 	Date of
	 	 	Name	 	Jurisdiction	 	Incorporation
	 
	 	 	 	 	 	 
	(i)	 	 
	.
	 
	 	 	 	 	 	 
	(ii)	 	 
	.
	 
	 	 	 	 	 	 
	(iii)	 	 
	.
	 
	 	 	 	 	 	 
	(iv)	 	 
	.







          d. The following is a list of all other names (including fictitious
names, d/b/a’s, trade names or similar appellations) used by each subsidiary of the
COMPANY during the past five (5) years:



	 	 	 	 	 	 	 	 	 
	 	 	Name	 	Subsidiary	 
	 
	 	 	 	 	 	 	 	 
	(i)	 	 
	.
	 
	 	 	 	 	 	 	 	 
	(ii)	 	 
	.
	 
	 	 	 	 	 	 	 	 
	(iii)	 	 
	.
	 
	 	 	 	 	 	 	 	 
	(iv)	 	 
	.






-3-









 






          e. The following are the names of all entities which have been
merged into a subsidiary of the COMPANY during the past five (5) years:



	 	 	 	 	 	 	 	 	 
	 	 	Name	 	Subsidiary	 
	 
	 	 	 	 	 	 	 	 
	(i)	 	 
	.
	 
	 	 	 	 	 	 	 	 
	(ii)	 	 
	.
	 
	 	 	 	 	 	 	 	 
	(iii)	 	 
	.
	 
	 	 	 	 	 	 	 	 
	(iv)	 	 
	.







          f. The following are the names and addresses of all entities from
whom each subsidiary of the COMPANY has acquired any personal property in a
transaction not in the ordinary course of business during the past five (5) years, together
with the date of such acquisition and the type of personal property acquired (e.g.,
equipment, inventory, etc.):



	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Mailing	 	Date of	 	Type of	 	 
	 	 	Name	 	Address	 	Acquisition	 	Property	 	Subsidiary
	 
	 	 	 	 	 	 	 	 	 	 
	(i)	 	 
	.
	 
	 	 	 	 	 	 	 	 	 	 
	(ii)	 	 
	.
	 
	 	 	 	 	 	 	 	 	 	 
	(iii)	 	 
	.
	 
	 	 	 	 	 	 	 	 	 	 
	(iv)	 	 
	.






     3. LOCATIONS OF COMPANY AND ITS SUBSIDIARIES.




          a. The chief executive offices of the COMPANY and its subsidiaries are located at the
following addresses:



	 	 	 	 	 
	 	 	Complete Street and Mailing Address,	 	COMPANY/
	 	 	including County and Zip Code	 	Subsidiary
	 
	 	 	 	 
	(i)	 	 
	.
	 
	 	 	 	 
	(ii)	 	 
	.
	 
	 	 	 	 
	(iii)	 	 
	.
	 
	 	 	 	 
	(iv)	 	 
	.






-4-









 







          b. During the past five (5) years, the COMPANY’s chief executive
office and the chief executive offices of its subsidiaries have been located at the
following additional addresses:



	 	 	 	 	 	 	 	 	 
	 	 	Complete Street and Mailing Address,	 	Dates	 	COMPANY/	 	 
	 	 	including County and Zip Code	 	Used	 	Subsidiary	 
	 
	 	 	 	 	 	 	 	 
	(i)	 	 
	.
	 
	 	 	 	 	 	 	 	 
	(ii)	 	 
	.
	 
	 	 	 	 	 	 	 	 
	(iii)	 	 
	.
	 
	 	 	 	 	 	 	 	 
	(iv)	 	 
	.







          c. The following are all the locations in the United States of America
where the COMPANY and its subsidiaries maintain any books or records relating to any
of their accounts receivable (attach legal descriptions for all locations noted below):



	 	 	 	 	 
	 	 	Complete Street and Mailing Address,	 	COMPANY/
	 	 	including County and Zip Code	 	Subsidiary
	 
	 	 	 	 
	(i)	 	 
	.
	 
	 	 	 	 
	(ii)	 	 
	.
	 
	 	 	 	 
	(iii)	 	 
	.
	 
	 	 	 	 
	(iv)	 	 
	.







          d. The following are all of the locations in the United States of
America where the COMPANY and its subsidiaries maintain any equipment, fixtures or
inventory (attach legal descriptions for all locations noted below):



	 	 	 	 	 	 
	 	 	Complete Street and Mailing Address,	 	COMPANY/	 
	 	 	including County and Zip Code	 	Subsidiary	 
	 
	 	 	 	 
	(i)	 	 
	.
	 
	 	 	 	 
	(ii)	 	 
	.
	 
	 	 	 	 
	(iii)	 	 
	.
	 
	 	 	 	 
	(iv)	 	 
	.
	 
	 	 	 	 
	 	 	Record Owners of above:
	 
	 	 	 	 
	(i)	 	 
	.






-5-









 






	 	 	 	 	 	 
	 	 	Complete Street and Mailing Address,	 	COMPANY/
	 	 	including County and Zip Code	 	Subsidiary
	 
	 	 	 	 	 
	(ii)	 	 
	.
	 
	 	 	 	 	 
	(iii)	 	 .
	.
	 
	 	 	 	 	 
	(iv)	 	 .
	.
	 
	 	 	 	 	 






          e. The following are all the locations in the United States of America
where the COMPANY and its subsidiaries own, lease, or occupy any real property
(attach legal descriptions for all locations noted below):



	 	 	 	 	 	 
	 	 	Complete Street and Mailing Address,	 	COMPANY/
	 	 	including County and Zip Code	 	Subsidiary
	 
	 	 	 	 
	(i)	 	 .
	.
	 
	 	 	 	 
	(ii)	 	 .
	.
	 
	 	 	 	 
	(iii)	 	 .
	.
	 
	 	 	 	 
	(iv)	 	 .
	.
	 
	 	 	 	 
	 	 	Record Owners of above:
	 
	 	 	 	 
	(v)	 	 .
	.
	 
	 	 	 	 
	(vi)	 	 .
	.
	 
	 	 	 	 
	(vii)	 	 .
	.
	 
	 	 	 	 
	(viii)	 	 .
	.
	 
	 	 	 	 
	(ix)	 	 .








          f. The following are all the locations outside of the United States of
America where the COMPANY and its subsidiaries own, lease, or occupy any real
property:



	 	 	 	 	 	 
	 	 	Complete Street and Mailing Address,	 	COMPANY/
	 	 	including Country and Zip Code	 	Subsidiary
	 
	 	 	 	 
	(i)	 	 .
	.
	 
	 	 	 	 
	(ii)	 	 .
	.
	 
	 	 	 	 
	(iii)	 	 .
	.
	 
	 	 	 	 
	(iv)	 	 .
	.






-6-









 






	 	 	 	 	 	 
	 
	 	 	 	 
	 	 	Record Owners of above:
	 
	 	 	 	 
	(v)	 	 
	.
	 
	 	 	 	 
	(vi)	 	 
	.
	 
	 	 	 	 
	(vii)	 	 
	.







          g. The following are the names and addresses of all consignees of the COMPANY and its
subsidiaries:



	 	 	 	 	 	 	 	 
	 	 	 	 	Street and Mailing Address,	 	COMPANY/
	 	 	Names	 	including County and Zip Code	 	Subsidiary
	 
	 	 	 	 	 	 
	(i)	 	 
	.
	 
	 	 	 	 	 	 
	(ii)	 	 
	.
	 
	 	 	 	 	 	 
	(iii)	 	 
	.
	 
	 	 	 	 	 	 
	(iv)	 	 
	.







          h. The following are the names and addresses of all warehousemen or bailees who have
possession of any of the COMPANY’S inventory and the inventory of
its subsidiaries:



	 	 	 	 	 	 	 	 
	 	 	 	 	Street and Mailing Address,	 	COMPANY/
	 	 	Names	 	including County and Zip Code	 	Subsidiary
	 
	 	 	 	 	 	 
	(i)	 	 
	.
	 
	 	 	 	 	 	 
	(ii)	 	 
	.
	 
	 	 	 	 	 	 
	(iii)	 	 
	.
	 
	 	 	 	 	 	 
	(iv)	 	 
	.
	 
	 	 	 	 	 	 
	 	 	Are Documents of Title Issued?

If So, Are They Negotiable?
	 
	 	 	 	 	 	 
	(v)	 	 
	.
	 
	 	 	 	 	 	 
	(vi)	 	 
	.
	 
	 	 	 	 	 	 
	(vii)	 	 
	.
	 
	 	 	 	 	 	 
	(viii)	 	 
	.






-7-









 







          i. The following are any locations in the United States of America at
which the COMPANY and its subsidiaries do business in addition to locations listed above:




	 	 	 	 	 	 
	 	 	Complete Street and Mailing Address,	 	COMPANY/
	 	 	including County and Zip Code	 	Subsidiary
	 
	 	 	 	 
	(i)	 	 
	.
	 
	 	 	 	 
	(ii)	 	 
	.
	 
	 	 	 	 
	(iii)	 	 
	.
	 
	 	 	 	 
	(iv)	 	 
	.






          j. The following are any locations outside of the United States of
America at which the COMPANY and its subsidiaries do business in addition to locations listed
above:




	 	 	 	 	 	 
	 	 	Complete Street and Mailing Address,	 	COMPANY/
	 	 	including Country and Zip Code	 	Subsidiary
	 
	 	 	 	 
	(i)	 	 
	.
	 
	 	 	 	 
	(ii)	 	 
	.
	 
	 	 	 	 
	(iii)	 	 
	.







          k. The following are the States of the United States of America in which the COMPANY
and its subsidiaries transact business:




	 	 	 	 	 	 
	 	 	 	 	COMPANY/
	 	 	State	 	Subsidiary
	 
	 	 	 	 
	(i)	 	 
	.
	 
	 	 	 	 
	(ii)	 	 
	.
	 
	 	 	 	 
	(iii)	 	 
	.
	 
	 	 	 	 
	(iv)	 	 
	.






-8-









 







          1. The following are the States of the United States of America in
which the COMPANY and its subsidiaries are duly qualified and in good standing to transact business
as a foreign corporation:



	 	 	 	 	 	 
	 	 	 	 	COMPANY/	
	 	 	State	 	Subsidiary	
	 
	 	 	 	 	
	(i)	 	 .
	.
	 
	 	 	 	 	
	(ii)	 	 .
	.
	 
	 	 	 	 	
	(iii)	 	 .
	.
	 
	 	 	 	 	
	(iv)	 	 .
	.






          m. The following are countries or territories outside of the United States of America in
which the COMPANY and its subsidiaries are duly qualified and in good standing to transact
business as a foreign corporation:



	 	 	 	 	 	 
	 	 	 	 	COMPANY/	
	 	 	Country/Territory	 	Subsidiary	
	 
	 	 	 	 	
	(i)	 	 .
	.
	 
	 	 	 	 	
	(ii)	 	 .
	.
	 
	 	 	 	 	
	(iii)	 	 .
	.






     4. 
ARTICLES OF INCORPORATION




          a. The COMPANY’S Articles or Certificate of Incorporation,
By-Laws and COMPANY minutes are available and complete at the following address:




           





           





           





          b. There is no provision in the Articles or Certificates of
Incorporation or By Laws of the COMPANY, or in the laws of the state of its
organization, requiring any vote or consent of shareholders to borrow money, obtain
financial accommodations or mortgage, pledge, or create a security interest in any asset
of the COMPANY or any subsidiary. Such power is vested exclusively in its officers and
directors:



	 	 	 
	YES                     
	 	NO                     





-9-









 






     5. SPECIAL TYPES OF COLLATERAL.




          a. The following are
all of the trademarks or trademark applications
of the COMPANY and its subsidiaries (including any service marks, collective marks
and certification marks), together with the trademark numbers and dates of registration
with the U.S. Patent and Trademark Office, if applicable:



	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	If Foreign	 	 	
	 	 	 	 	 	 	 	 	Trademark,	 	COMPANY/	
	 	 	Trademark	 	Number	 	Date	 	What Country?	 	Subsidiary	
	 
	 	 	 	 	 	 	 	 	 	 	
	(i)	 	 .
	.
	 
	 	 	 	 	 	 	 	 	 	 	
	(ii)	 	 .
	.
	 
	 	 	 	 	 	 	 	 	 	 	
	(iii)	 	 .
	.
	 
	 	 	 	 	 	 	 	 	 	 	
	(iv)	 	 .
	.







          b. The following are all of the patents or patent applications of the
COMPANY and its subsidiaries, together with the patent numbers, names of inventors
and dates of registration with the U.S. Patent and Trademark Office, if applicable:



	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	If Foreign	 	 	
	 	 	Patent	 	 	 	 	 	 	 	Patent,	 	COMPANY/	
	 	 	Name	 	Number	 	Date	 	Inventor	 	What Country?	 	Subsidiary	
	 
	 	 	 	 	 	 	 	 	 	 	 	 	
	(i)	 	 .
	.
	 
	 	 	 	 	 	 	 	 	 	 	 	 	
	(ii)	 	 .
	.
	 
	 	 	 	 	 	 	 	 	 	 	 	 	
	(iii)	 	 .
	.
	 
	 	 	 	 	 	 	 	 	 	 	 	 	
	(iv)	 	 .
	.







          c. The following are all of the copyrights or copyright applications of
the COMPANY and its subsidiaries, together with the copyright numbers and dates of
registration with the U.S. Copyright Office, if applicable:



	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	If Foreign	 	 	
	 	 	 	 	 	 	 	 	Copyright,	 	COMPANY/	
	 	 	Copyright	 	Number	 	Date	 	What Country?	 	Subsidiary	
	 
	 	 	 	 	 	 	 	 	 	 	
	(i)	 	 .
	.
	 
	 	 	 	 	 	 	 	 	 	 	
	(ii)	 	 .
	.
	 
	 	 	 	 	 	 	 	 	 	 	
	(iii)	 	 .
	.






-10-









 






	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	(iv)	 	 .
	.







          d. The following are all licenses or similar agreements to use
trademarks (including any service marks, collective marks and certification marks),
patents, and copyrights of others of the COMPANY and its subsidiaries:



	 	 	 	 	 	 
	 	 	 	 	COMPANY/	
	 	 	Description of License Agreement	 	Subsidiary	
	 
	 	 	 	 	
	(i)	 	 .
	.
	 
	 	 	 	 	
	(ii)	 	 .
	.
	 
	 	 	 	 	
	(iii)	 	 .
	.
	 
	 	 	 	 	
	(iv)	 	 .
	.







          e. The following are all governmental permits and/or licenses held by
the COMPANY and/or its subsidiaries:




	 	 	 	 	 	 
	 	 	 	 	COMPANY/	
	 	 	Description of License	 	Subsidiary	
	 
	 	 	 	 	
	(i)	 	 .
	.
	 
	 	 	 	 	
	(ii)	 	 .
	.
	 
	 	 	 	 	
	(iii)	 	 .
	.
	 
	 	 	 	 	
	(iv)	 	 .
	.







          f. Attached hereto as Schedule F is list of all deposit accounts,
brokerage accounts and similar accounts including account numbers, where the accounts
are maintained and how title in such accounts is held. [Company to provide
Schedule F].




          g. The COMPANY and its subsidiaries own the following kinds of
assets, and attached hereto is a schedule describing each such asset owned by the
COMPANY or its subsidiaries and identifying by which party such asset is owned:



	 	 	 	 	 	 	 	 	 
	Franchises, marketing agreements or similar
agreements:
	 	Yes__	 	No__
	Stocks, Bonds or other securities:
	 	Yes__	 	No__
	Promissory notes, or other instruments or
evidence of indebtedness in favor of such
person:
	 	Yes__	 	No__






-11-









 






	 	 	 	 	 	 	 	 	 
	Leases of equipment, security agreements
naming such person as secured party, or
other chattel paper:
	 	Yes __	 	No __
	Aircraft:
	 	Yes __	 	No __
	Vessels, Boats or Ships (Please see attached
schedule of Vessels, Boats or Ships):
	 	Yes __	 	No __
	Railroad Rolling Stock:
	 	Yes __	 	No __






     6. OFFICERS
AND/OR DIRECTORS OF THE COMPANY AND ITS SUBSIDIARIES.




          a. The following are the respective titles and signatures of the officers and
directors of the COMPANY and its Subsidiaries (indicate if also a director):



	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Name of	 	 	 	 	 	% of Ownership	 
	 	 	Office	 	Officer or	 	COMPANY/	 	 	 	Interest 	 
	 	 	Title	 	Director	 	Subsidiary	 	Signature	 	Held	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	(i)	 	 
	.
	 
	 	 	 	 	 	 	 	 	 	 
	(ii)	 	 
	.
	 
	 	 	 	 	 	 	 	 	 	 
	(iii)	 	 
	.
	 
	 	 	 	 	 	 	 	 	 	 
	(iv)	 	 
	.







          b. Each of the officers and directors set forth in Paragraph 6.a. above
have signatory powers as to all of AGENT’s transactions individually unless the COMPANY
limits the signatory powers to the following officers or directors:



	 	 	 	 	 	 	 	 
	 	 	Name	 	Title	 	Signature	 
	 
	 	 	 	 	 	 
	(i)	 	 
	.
	 
	 	 	 	 	 	 
	(ii)	 	 
	.
	 
	 	 	 	 	 	 
	(iii)	 	 
	.
	 
	 	 	 	 	 	 
	(iv)	 	 
	.







          c. In addition to the above named officers directors, the following
individuals or entities own 10% or more of the voting stock of the COMPANY:



-12-









 





	 	 	 	 	 	 
	 	 	NAME/ADDRESS	 	% of Ownership Interest Held	 
	 
	 	 	 	 
	(i)	 	 
	.
	 
	 	 	 	 
	(ii)	 	 
	.
	 
	 	 	 	 
	(iii)	 	 
	.
	 
	 	 	 	 
	(iv)	 	 
	.







          d. With respect to the officers and directors noted above, such
officers and directors are affiliated with, or have ownership in the following closely held
entities:



	 	 	 	 	 	 	 
	 	 	 	 	% OF	 	 
	 	 	TYPE OF	 	OWNERSHIP	 	 
	NAME/ADDRESS	 	OPERATION	 	INTEREST HELD	 	RELATIONSHIP
	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 
	 








          e. The following are the shareholders of the COMPANY:



	 	 	 	 	 	 	 	 
	 	 	Name	 	Title	 	Address	 
	 
	 	 	 	 	 	 
	(i)	 	 
	.
	 
	 	 	 	 	 	 
	(ii)	 	 
	.
	 
	 	 	 	 	 	 
	(iii)	 	 
	.
	 
	 	 	 	 	 	 
	(iv)	 	 
	.






     7. OTHER




          a. The COMPANY has never been involved in a bankruptcy,
reorganization or Assignment for the Benefit of Creditors except (explain):




           




           




           




-13-









 






          b. At the present time, there are not delinquent taxes owed by the
COMPANY (including, but not limited to, all payroll taxes, real estate or income taxes)
except as follows:




           





           





           





          c. There are no tax liens, judgments or lawsuits pending against the
COMPANY, its subsidiaries and/or affiliates or any of its officers or directors except as
follows:




           





           





           





          d. None of the officers or directors referenced in this document has
ever been convicted of a felony except (explain):




           





           





           





          e.




	 	(i)	 	The COMPANY participates in, maintains or
provides a
deferred compensation plan for the benefit of the
COMPANY’s employees or a multi-employer plan as
described in Section 4001(2)3 of the Employee Retirement
Income Security Act (“ERISA”) of 1974 as amended.
Yes                          No                     
	 
	 	(ii)	 	A determination as to qualifications of this plan has been
issued.
	 
	 	(iii)	 	Funding is current and in compliance with
established requirements.






          f. The Insurance Broker/Agent for the COMPANY is as follows:



-14-









 







	 	 	 
	Name of the Firm:

	 	 

	Address:

	 	 

	Broker/Agent Relationship:

	 	 







          The undersigned undertakes to advise the AGENT of any change or modification whatsoever with
respect to any of the foregoing matters. Until such notice is received by the AGENT, the AGENT
shall be entitled to rely upon all of the foregoing and presume they are correct and accurate in
all respects.




          DATED:               
           , 2007.




	 	 	 	 	 
	 	Company:                      
                                      
              

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




-15-











 





EXHIBIT L




SECURITY AGREEMENT




(see attached)





 









 





SECURITY AGREEMENT




     THIS SECURITY AGREEMENT, dated as of April 27, 2007, is entered into by and among AMERICAN
COMMERCIAL LINES LLC, a Delaware limited liability company (“ACL”), JEFFBOAT LLC, a Delaware
limited liability company (“Jeffboat”), ACL TRANSPORTATION SERVICES LLC, a Delaware limited
liability company (formerly known as Louisiana Dock Company LLC)
(“ACLTS”, and together with ACL
and Jeffboat, collectively the “Borrowers”). AMERICAN COMMERCIAL LINES INC., a Delaware
corporation (“Parent”), COMMERCIAL BARGE LINE COMPANY, a Delaware corporation (“Commercial
Barge Line Company”), AMERICAN COMMERCIAL BARGE LINE LLC, a Delaware limited liability company
(“ACBL”), each of the other entities which becomes a party hereto pursuant to Section
10.15 hereof (each of the foregoing, including ACL, Jeffboat, ACLTS, Parent, Commercial Barge
Line Company and ACBL, a “Grantor” and collectively, the “Grantors”), and WELLS
FARGO BANK, NATIONAL ASSOCIATION, as administrative agent (in such capacity, the
“Administrative Agent”) for the Security Trustee (as defined below) and the financial
institutions which are from time to time parties to the Credit Agreement referred to in
Recital A below (collectively, the “Lenders”) and as collateral agent for any
Affiliate of a Lender party to a Lender Rate Contract (as defined in the Credit Agreement referred
to below) or providing Lender Bank Products (as defined in the Credit Agreement referred to
below).



RECITALS




     A Pursuant to that certain Credit Agreement, dated as of even date herewith (as amended,
restated, supplemented or otherwise modified from time to time, the “Credit Agreement”),
among the Borrowers, the Lenders and Wells Fargo Bank, National Association, as Administrative
Agent and as security trustee (in such capacity, the “Security Trustee”), the Lenders have
agreed to extend loans and other financial accommodations to the Borrowers upon the terms and
subject to the conditions set forth therein.



     B. The Lenders’ obligations to extend loans and other financial accommodations to
the Borrowers under the Credit Agreement are subject, among other conditions, to receipt by
the Administrative Agent of this Security Agreement duly executed by the Grantors.



     C. Each Grantor (other than the Borrowers) is or shall become a party to that certain

Guaranty Agreement dated as of even date herewith in connection with the Credit Agreement.
Each Grantor (other than the Borrowers) has obtained and will continue to obtain working
capital and loans needed for its operations from the Borrowers, and
the Borrowers will obtain funds to
provide and lend to the Grantors (other than the Borrowers) from the Lenders under the Credit
Agreement. In addition, Grantors (other than the Borrowers) expect to realize direct and
indirect benefits as the result of the availability of the aforementioned credit facilities to the
Borrowers and as the result of financial or business support which will be provided to the Grantors
(other than the Borrowers) by the Borrowers.



AGREEMENT




     NOW, THEREFORE, in consideration of the above recitals and for other good and valuable
consideration, the receipt and adequacy of which are hereby acknowledged, each of the



 









 




Grantors hereby agrees with the Administrative Agent, for itself and for the ratable benefit of
the Administrative Agent, the Security Trustee, the Lenders, any Affiliate of a Lender party to a
Lender Rate Contract or providing Lender Bank Products, as follows:




     SECTION 1. Definitions and Interpretation. When used in this Security Agreement, the
following terms shall have the following respective meanings:



     “Account” means any “account,” as such term is defined in Section 9-102(a)(2) of the
UCC (or any other then applicable provision of the UCC) and, in any event, shall include, without
limitation, all accounts receivable, book debts and other forms of obligations (other than forms
of obligations evidenced by Chattel Paper, Documents or Instruments) now owned or hereafter
received or acquired by or belonging or owing to any Grantor (including, without limitation, under
any trade name, style or division thereof) whether arising out of goods sold or services rendered
by such Grantor or from any other transaction, whether or not the same involves the sale of goods
or services by such Grantor (including, without limitation, any such obligation which may be
characterized as an account or contract right under the UCC) and all of any Grantor’s rights in,
to and under all purchase orders or receipts now owned or hereafter acquired by it for goods or
services, and all of any Grantor’s rights to any goods represented by any of the foregoing
(including, without limitation, unpaid seller’s rights of rescission, replevin, reclamation and
stoppage in transit and rights to returned, reclaimed or repossessed goods), and all monies due or
to become due to any Grantor under all purchase orders and contracts for the sale of goods or the
performance of services or both by any Grantor (whether or not yet earned by performance on the
part of such Grantor or in connection with any other transaction), now in existence or hereafter
occurring, including, without limitation, the right to receive the proceeds of said purchase
orders and contracts, and all collateral security and guarantees of any kind given by any Person
with respect to any of the foregoing.



     “Account Debtor” means any “account debtor,” as such term is defined in Section
9-102(a)(3) of the UCC (or any other then applicable provision of the UCC).



     “Chattel
Paper” means any “chattel paper,” as such term is defined in Section
9-102(a)(11) of the UCC (or any other then applicable provision of the UCC), including, without
limitation, electronic chattel paper and tangible chattel paper.



     “Collateral” shall have the meaning assigned to such term in Section 2 of
this Security Agreement.



     “Commercial Tort Claim” means any “commercial tort claim,” as such term is defined in
Section 9-102(a)(13) of the UCC (or any other then applicable provision of the UCC).



     “Contracts” means all contracts, undertakings, franchise agreements or other
agreements (other than rights evidenced by Chattel Paper, Documents or Instruments) in or under
which any Grantor may now or hereafter have any right, title or interest, including, without
limitation, with respect to an Account, any agreement relating to the terms of payment or the terms
of performance thereof.



     “Deposit
Account” means any “deposit account” as such term is defined in Section
9-102(a)(29) of the UCC (or any other then applicable provision of the UCC), and should include,



2









 




without limitation, any demand, time, savings passbook or like account, now or hereafter
maintained by or for the benefit of any Grantor, or in which any Grantor now holds or hereafter
acquires any interest, with a bank, savings and loan association, credit union or like
organization (including the Administrative Agent) and all funds and amounts therein, whether or
not restricted or designated for a particular purpose.




     “Documents” means any “documents,” as such term is defined in Section 9-102(a)(30) of
the UCC (or any other then applicable provision of the UCC).



     “Electronic Chattel Paper” means any “electronic chattel paper” as such term is
defined in Section 9-102(a)(31) of the UCC (or any other then applicable provision of the UCC).



     “Equipment” means any “equipment,” as such term is defined in Section 9-102(a)(33) of
the UCC (or any other then applicable provision of the UCC), now or hereafter owned or acquired by
any Grantor or in which any Grantor now holds or hereafter acquires any interest and, in any
event, shall include, without limitation, all machinery, equipment, fixtures, furniture,
furnishings, trade fixtures, vehicles, trucks, all manufacturing, distribution and selling
equipment, , appliances, tools, tooling, molds, dies, aircraft, vessels, boilers, engines, masts,
spars, rigging, boats, pumps, anchors, cables, chains, tackle, apparel, fittings, mainframe,
personal and other computers, terminals and printers and related components and accessories, all
copiers, telephonic, video, electronic data-processing, data storage equipment and other equipment
of any nature whatsoever, and any and all additions, substitutions and replacements of any of the
foregoing, wherever located, together with all attachments, components, parts, equipment and
accessories installed thereon or affixed thereto.



     “General Intangible” means any “general intangible,” as such term is defined in
Section 9-102(a)(42) of the UCC (or any other then applicable provision of the UCC) and, in any
event, shall include, without limitation, all right, title and interest which any Grantor may now
or hereafter have in or under any Contract, all customer lists, all proprietary or confidential
information, inventions (whether or not patented or patentable), interests in partnerships, joint
ventures and other business associations, permits, books and records, goodwill, claims in or under
insurance policies, including unearned premiums, Payment Intangibles, Software, uncertificated
securities, cash and other forms of money or currency, rights to receive tax refunds and other
payments and rights of indemnification.



     “Instruments” means any “instrument,” as such term is defined in Section 9-102(a)(47)
of the UCC (or any other then applicable provision of the UCC) including, without limitation, all
notes, certificated securities and all other evidences of indebtedness, other than instruments
that constitute, or are a part of a group of writings that constitute, Chattel Paper.



     “Inventory” means any “inventory,” as such term is defined in Section 9-102(a)(48) of
the UCC (or any other then applicable provision of the UCC), wherever located, now or hereafter
owned or acquired by any Grantor or in which any Grantor now holds or hereafter acquires any
interest, and, in any event, shall include, without limitation, all inventory, goods and other
personal property which are held by or on behalf of any Grantor for sale or lease or are furnished
or are to be furnished under a contract of service or which constitute raw materials, work in
process or materials used or consumed or to be used or consumed in any Grantor’s business, or



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the processing, packaging, promotion, delivery or
shipping of the same, and all finished goods
whether or not such inventory is listed on any schedules, assignments or reports furnished to the
Administrative Agent from time to time and whether or not the same is in transit or in the
constructive, actual or exclusive occupancy or possession of any Grantor or is held by any Grantor
or by others for any Grantor’s account, including, without limitation, all goods covered by
purchase orders and contracts with suppliers and all goods billed and held by suppliers and all
inventory of any Grantor which may be located on the premises of any Grantor or of any carriers,
forwarding agents, truckers, warehousemen, vendors, selling agents or other persons.




     “Investment Property” means any “investment property,” as such term is defined in
Section 9-102(a)(49) of the UCC (or any other then applicable provision of the UCC) and shall
include, without limitation, all certificated securities (including, without limitation, those
listed on Schedule I), uncertificated securities, security entitlements, Securities
Accounts, commodity contracts and commodity accounts as each such term is defined in the UCC.



     “Letter-of-Credit Right” means “letter-of-credit right,” as such term is defined in
Section 9-102(a)(51) of the UCC (or any other then applicable provision of the UCC).



     “Payment Intangible” means “payment intangible,” as such term is defined in Section
9-102(a)(61) of the UCC (or any other then applicable provision of the UCC).



     “Pledged Collateral” means, collectively, the notes, the stock, partnership
interests, limited liability company interests, and all other Investment Property of any Grantor,
all certificates or other instruments representing any of the foregoing, all security entitlements
of any Grantor in respect of any of the foregoing, all dividends, interest distributions, cash,
warrants, rights, instruments and other property or Proceeds from time to time received,
receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing.



     “Proceeds” means “proceeds,” as such term is defined in Section 9-102(a)(64) of the
UCC (or any other then applicable provision of the UCC), and, in any event, shall include, without
limitation, (a) any and all Accounts, Chattel Paper, Instruments, cash or other forms of money or
currency or other proceeds payable to any Grantor from time to time in respect of the Collateral,
(b) any and all proceeds of any insurance, indemnity, warranty or guaranty payable to any Grantor
from time to time with respect to any of the Collateral, (c) any and all payments (in any form
whatsoever) made or due and payable to any Grantor from time to time in connection with any
requisition, confiscation, condemnation, seizure or forfeiture of all or any part of the
Collateral by any governmental authority (or any Person acting under color of governmental
authority), (d) all certificates, dividends, cash, Instruments and other property received or
distributed in respect of or in exchange for any Investment Property, and (e) any and all other
amounts from time to time paid or payable under or in connection with any of the Collateral.



     “Secured Obligations” shall mean and include (a) in the case of the Borrowers, the
Obligations (as defined in the Credit Agreement) and (b) in the case of each other Grantor, all
liabilities and obligations, howsoever arising, owed by such Grantor to the Administrative Agent,
the Security Trustee, any Lender or any Affiliate of a Lender party to a Lender Rate Contract or
providing Lender Bank Products of every kind and description (whether or not evidenced by any note
or instrument and whether or not for the payment of money), direct or indirect, absolute or



4









 




contingent, due or to become due, now existing or hereafter arising, pursuant to the terms of the
Guaranty or any of the other Credit Documents to which such Grantor is a party, including without
limitation all interest (including interest that accrues after the commencement of any bankruptcy
or other insolvency proceeding by or against such Grantor, whether or not allowed or allowable),
fees, charges, expenses, attorneys’ fees and accountants’ fees chargeable to and payable by the
Grantor hereunder and thereunder.




     “Securities Account” means “securities account,” as such term is defined in Section
8501(a) of the UCC (or any other then applicable provision of the UCC).



     “Security Agreement” means this Security Agreement and all exhibits and schedules
hereto, as the same may from time to time be amended, modified, supplemented or restated.



     “Software” means “software,” as such term is defined in Section 9-102(a)(75) of the
UCC (or any other then applicable provision of the UCC).



     “Supporting Obligation” means “supporting obligation,” as such term is defined in
Section 9-102(a)(77) of the UCC (or any other then applicable provision of the UCC).



     “UCC” means the Uniform Commercial Code as the same may, from time to time, be in
effect in the State of New York; provided, however, in the event that, by reason
of mandatory provisions of law, any or all of the attachment, perfection or priority of the
Administrative Agent’s security interest in any collateral is governed by the Uniform Commercial
Code as in effect in a jurisdiction other than the State of New York, the term “UCC” shall mean
the Uniform Commercial Code as in effect in such other jurisdiction for purposes of the provisions
hereof relating to such attachment, perfection of priority and for purposes of definitions related
to such provisions.


Unless otherwise defined herein, all other capitalized terms used herein and defined in the Credit
Agreement shall have the respective meanings given to those terms in the Credit Agreement, and all
terms defined in the UCC shall have the respective meanings given to those terms in the UCC. The
rules of interpretation set forth in Article I of the Credit Agreement shall, to the extent not
inconsistent with the terms of this Security Agreement, apply to this Security Agreement and are
hereby incorporated by reference.




     SECTION
2. Grant of Security Interest. Each Grantor hereby assigns, conveys,
mortgages, pledges, grants, hypothecates and transfers to the Administrative Agent for itself, the
Security Trustee and for the pro rata benefit of the Lenders and any Affiliate of a Lender party to
a Lender Rate Contract or providing Lender Bank Products, as security for the full, prompt,
complete and final payment when due (whether at stated maturity, by acceleration or otherwise) and
prompt performance and observance of all of the Secured Obligations of such Grantor, and in order
to induce the Administrative Agent, the Security Trustee and the Lenders to enter into the Credit
Agreement and the other Credit Documents and to make loans and other financial accommodations
available to and for the benefit of the Borrowers upon the terms and subject to the conditions
thereof, a security interest in and to all of such Grantor’s right, title and interest in, to and
under each of the following, whether now owned or hereafter acquired by such Grantor or



5









 




in which such Grantor now holds or hereafter acquires any interest (all of which being hereinafter
collectively called the “Collateral”):




               (a) All Accounts;



               (b) All Chattel Paper;



               (c) All Commercial Tort Claims;



               (d) All Contracts;



               (e) All Deposit Accounts;



               (f) All Documents;



               (g) All Equipment;



               (h) All General Intangibles;



               (i) All Instruments;



               (j) All Inventory;



               (k) All Investment Property;



               (1) All Pledged Collateral;



               (m) All Letter-of-Credit Rights;



               (n) All Supporting Obligations;



               (o) All property of such Grantor held by the Administrative Agent, the Security Trustee or
any Lender, or any other party for whom the Administrative Agent, the Security Trustee or any
Lender is acting as agent hereunder, including, without limitation, all property of every
description now or hereafter in the possession or custody of or in transit to the Administrative
Agent, the Security Trustee, any Lender or such other party, for any purpose, including, without
limitation, safekeeping, collection or pledge, for the account of such Grantor, or as to which
such Grantor may have any right or power;



               (p) All other goods and personal property of such Grantor whether tangible or intangible and
whether now or hereafter owned or existing, leased, consigned by or to, or acquired by, such
Grantor and wherever located; and



               (q) To the extent not otherwise included, all Proceeds of each of the foregoing and all
accessions to, substitutions and replacements for, and rents, profits and products of each of the
foregoing;


provided, however, that:




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     (i) with respect to the personal property located on the real property underlying the Hall
Street Terminal (as defined in the Credit Agreement) (the “Hall Street Personal
Property”), the security interest in the Hall Street Personal Property granted hereunder shall
not be effective until the earlier of (A) the date that Louisiana Generating LLC and NRG New Roads
Holdings LLC consent to such security interest and (B) the date that is 90 days after the Closing
Date;



     (ii) the Collateral shall not include any vessel constructed (or in the process of being
constructed) by a Grantor for a third party purchaser of such vessel to the extent the underlying
building/purchase agreement expressly prohibits such Grantor from granting a security interest in
any such vessel in favor of the Administrative Agent hereunder (provided that, for the avoidance
of doubt, the Collateral shall include any Accounts and all other items of Collateral related to
such building/purchase arrangement (other than the vessel itself));



     (iii) the Collateral shall not include any Equity Securities in any Foreign Subsidiary or
other foreign corporation owned or otherwise held thereby which, when aggregated with all of the
other Equity Securities in such Foreign Subsidiary or other foreign corporation pledged by the
Grantors, would result in more than 65% of the Equity Securities in such Foreign Subsidiary or
other foreign corporation entitled to vote (within the meaning of Treasury Regulation Section
1.956-2(c)(2) promulgated under the IRC) (the “Voting Equity Interests”) (on a fully
diluted basis) being pledged to the Administrative Agent, on behalf of itself and the Lenders and
any Affiliate of a Lender party to a Lender Rate Contract or providing Lender Bank Products, under
this Security Agreement and the other Credit Documents (although all of the Equity Securities in
such Foreign Subsidiary or other foreign corporation not entitled to vote (within the meaning of Treasury Regulation Section 1.956-2(c)(2) promulgated under the IRC) (the “Non-Voting Equity
Interests”) shall be Collateral hereunder); provided, further, that, if, as a
result of any change in the tax laws of the United States of America after the date of this
Security Agreement, the pledge by the Grantors of any additional Equity Securities in any such
Foreign Subsidiary or other foreign corporation to the Administrative Agent, on behalf of itself
and the Lenders, under this Security Agreement or any of the other Credit Documents would not
result in an increase in the aggregate net consolidated tax liabilities of the Grantors, then,
promptly after the change in such laws, all such additional Equity Securities shall be so pledged
under this Security Agreement or such other Credit Document, as applicable.



     SECTION 3. Rights of the Administrative Agent; Collection of Accounts.



               (a) Notwithstanding anything contained in this Security Agreement to the contrary, each
Grantor expressly agrees that such Grantor shall not default under any of its Contracts, it shall
observe and perform in all material respects all the conditions and obligations to be observed and
performed by it thereunder and that it shall perform all of its duties and obligations thereunder,
all in accordance with and pursuant to the terms and provisions of each such Contract;
provided, however, that such Grantor may suspend performance of its obligations
under any such Contract in the event of a material breach of such Contract by a third party. The
Administrative Agent shall not have any obligation or liability under any Contract by reason of or
arising out of this Security Agreement or the granting to the Administrative Agent of a security
interest therein or the receipt by the Administrative Agent of any payment relating to any Contract
pursuant hereto, nor shall the Administrative Agent be required or obligated in any manner to
perform or fulfill any of the obligations of any Grantor under or pursuant to any



7









 




Contract, or to make any payment, or to make any inquiry as to the nature or the sufficiency of
any payment received by it or the sufficiency of any performance by any party under any Contract,
or to present or file any claim, or to take any action to collect or enforce any performance or
the payment of any amounts which may have been assigned to it or to which it may be entitled at
any time or times.




               (b) The Administrative Agent authorizes each Grantor to collect the respective Accounts of
such Grantor, provided, that the Administrative Agent may, upon the occurrence and during
the continuation of any Event of Default upon notice to each Grantor, limit or terminate said
authority at any time. If required by the Administrative Agent at any time during the continuation
of any Event of Default, any Proceeds, when first collected by a Grantor, received in payment of
such Account or in payment for any of its Inventory or on account of any of its Contracts shall be
promptly deposited by such Grantor in precisely the form received (with all necessary
endorsements) in a special bank account maintained by the Administrative Agent subject to
withdrawal by the Administrative Agent only, as hereinafter provided, and until so turned over
shall be deemed to be held in trust by such Grantor for and as the Administrative Agent’s
property, and shall not be commingled with such Grantor’s other funds or properties. Such
Proceeds, when deposited, shall continue to be collateral security for all of the Secured
Obligations and shall not constitute payment thereof until applied as hereinafter provided. Upon
the occurrence and during the continuation of any Event of Default, the Administrative Agent may,
in its sole discretion, apply all or a part of the funds on deposit in said special account to the
principal of or interest on or both in respect of any of the Secured Obligations in accordance
with the provisions of Section 7(g), below, and any part of such funds which the
Administrative Agent elects not to so apply and deems not required to be held by the
Administrative Agent as collateral security for the Secured Obligations shall be paid over from
time to time by the Administrative Agent to the Grantors. If an Event of Default has occurred and
is continuing, at the request of the Administrative Agent, each Grantor shall deliver to the
Administrative Agent all original and other documents evidencing, and relating to, the sale and
delivery of such Inventory and each Grantor shall deliver all original and other documents
evidencing and relating to, the performance of labor or service which created such Accounts,
including, without limitation, all original orders, invoices and shipping receipts.



               (c) The Administrative Agent may at any time, upon the occurrence and during the continuation
of any Event of Default, without notice to or consent from any Grantor, notify Account Debtors of
any Grantor, parties to the Contracts of any Grantor, obligors in respect of Instruments of any
Grantor and obligors in respect of Chattel Paper of any Grantor that the Accounts and the right,
title and interest of any Grantor in and under such Contracts, Instruments, and Chattel Paper have
been assigned to the Administrative Agent, and that payments shall be made directly to the
Administrative Agent. Upon the request of the Administrative Agent, each Grantor shall so notify
such Account Debtors, parties to such Contracts, obligors in respect of such Instruments and
obligors in respect of such Chattel Paper. Upon the occurrence and during the continuation of an
Event of Default, the Administrative Agent may, in its name, or in the name of others communicate
with such Account Debtors, parties to such Contracts, obligors in respect of such Instruments and
obligors in respect of such Chattel Paper to verify with such parties, to the Administrative
Agent’s satisfaction, the existence, amount and terms of any such Accounts, Contracts, Instruments
or Chattel Paper.



8









 





     SECTION 4. Representations and Warranties. Each Grantor hereby represents and
warrants to the Administrative Agent, the Security Trustee and the Lenders that:



               (a) Such Grantor is the sole legal and equitable owner of each item of the Collateral in
which it purports to grant a security interest hereunder, having good and merchantable title or
rights thereto free and clear of any and all Liens, except for the Permitted Liens.



               (b) No effective security agreement, financing statement, equivalent security or lien
instrument or continuation statement covering all or any part of the Collateral exists, except
such as may have been filed by such Grantor in favor of the Administrative Agent pursuant to this
Security Agreement or such as relate to other Permitted Liens.



               (c) This Security Agreement creates a legal and valid security interest on and in all of the
Collateral in which such Grantor now has rights, and all filings and other actions necessary or
desirable to perfect and protect such security interest have been duly taken. This Security
Agreement will create a legal and valid security interest in the Collateral in which such Grantor
later acquires rights, when such Grantor acquires those rights, subject only to the Permitted
Liens.



               (d) Each Grantor’s exact legal name is set forth on Schedule V attached hereto. Each
Grantor was formed under the laws of jurisdiction of its formation as set forth on Schedule V attached hereto. Each Grantor’s chief executive office, principal place of business, and the
place where each Grantor maintains records concerning the Collateral are set forth on Schedule
V attached hereto. The Collateral, other than Deposit Accounts and Investment Property held in
Securities Accounts, is presently located at the location(s) set forth on Schedule V
attached hereto. No Grantor shall change such chief executive office or principal place of
business or remove or cause to be removed, except in the ordinary course of such Grantor’s
business, the Collateral or the records concerning the Collateral from those premises without
prior written notice to the Administrative Agent.



               (e) All Collateral with respect to which a security interest may be perfected by the secured
party’s taking possession thereof, including, without limitation, all Chattel Paper, Instruments
and certificated securities, is set forth on Schedule I. All action necessary to protect
and perfect such security interest in each item set forth on Schedule I including, without
limitation, the delivery of all originals thereof to the Administrative Agent has been duly taken,
or shall have been taken as of the Closing Date. All Letter-of-Credit Rights and Commercial Torts
Claims of each Grantor are set forth on Schedule II. The security interest of the
Administrative Agent in the Collateral is prior in right and interest to all other liens, other
than Permitted Liens, and is enforceable as such against creditors of and purchasers from such
Grantor. Each Grantor shall supplement Schedule I and Schedule II from time to time
within twenty (20) Business Days after obtaining any additional Commercial Tort Claims, Chattel
Paper, Instruments, certificated securities or Letter-of-Credit Rights, as applicable.



               (f) The amount represented by each Grantor to the Administrative Agent from time to time as
owing by each Account Debtor or by all Account Debtors in respect



9









 




of the Accounts of such Grantor shall at such time be the correct amount actually and
unconditionally owing by such Account Debtors thereunder.




               (g) The names and addresses of all financial institutions at which each Grantor maintains its
Deposit Accounts and the account numbers and account names of such Deposit Accounts are listed on
Schedule III. Each Grantor shall supplement Schedule III from time to time within
thirty (30) Business Days after opening any additional Deposit Account or closing or changing the
account number or account name on any existing Deposit Account.



               (h) The names and addresses of all institutions at which each Grantor maintains its
Securities Accounts and the account numbers and account names of such Securities Accounts are
listed on Schedule IV. Each Grantor shall supplement Schedule IV from time to time
within thirty (30) Business Days after opening any additional Securities Account or closing or
changing the account number or account name on any existing Securities Account.



               (i) Such Grantor is the sole holder of record and the sole beneficial owner of all
certificated securities and uncertificated securities pledged to the Administrative Agent by such
Grantor under Section 2 of this Security Agreement, free and clear of any adverse claim,
as defined in Section 8102(a)(1) of the UCC (or any other then applicable provision of the UCC),
except for the lien created in favor of the Administrative Agent by this Security Agreement and
the other Credit Documents.



               (j) No authorization, approval or other action by, and no notice to or filing with, any
governmental authority or any other Person is required for the exercise by the Administrative
Agent of the voting or other rights provided for in this Security Agreement, except in connection
with a disposition of the Investment Property as may be required by governmental rules affecting
the offering and sale of securities generally.



               (k) Each Grantor has delivered to Administrative Agent, together with all necessary stock
powers, endorsements, assignments and other necessary instruments of transfer, the originals of
all stock certificates, instruments, notes, other certificated securities, other Collateral and
all certificates, instruments and other writings evidencing the same.



               (l) All shares of the pledged Investment Property constituting equity interests in each
Grantor’s Subsidiaries set forth on Schedule I are duly authorized and validly issued,
fully paid, and non-assessable, and constitute all of the issued and outstanding shares of capital
stock of each issuer. Set forth in Schedule I hereto is a true, complete and accurate list
of all shares of stock issued by each Grantor’s Subsidiaries and all other securities owned by such
Grantor.



     SECTION 5. Covenants. Each Grantor covenants and agrees with the Administrative Agent
that from and after the date of this Security Agreement and until the Secured Obligations have
been completely and finally paid in full:



          5.1 Further Assurances; Pledge of Instruments. At any time and from time to time,
upon the written request of the Administrative Agent, and at the sole expense of the Grantors,
each Grantor shall within a reasonable time period execute and deliver any and all such further
instruments and documents and take such further action as the Administrative Agent may




10









 







deem desirable to obtain the full benefits of this Security Agreement and of the rights and powers
herein granted, including, without limitation, (a) using its best efforts to secure all consents
and approvals necessary or appropriate for the grant of a security interest to the Administrative
Agent in any Contract or License held by any Grantor or in which any Grantor has any rights not
heretofore assigned, (b) filing any financing statements, amendments or continuation statements
under the UCC with respect to the security interests granted hereby, (c) filing or cooperating
with the Administrative Agent in filing any forms or other documents required to be filed with the
United States Patent and Trademark Office, United States Copyright Office, or any filings in any
foreign jurisdiction or under any international treaty, required to secure or protect the
Administrative Agent’s interest in the Collateral, (d) transferring Collateral to the
Administrative Agent’s possession (if a security interest in such Collateral can be perfected and
free from an adverse claim only by possession), (e) filing financing statements as consignor
pursuant to Section 9-505 of the UCC (or any other then applicable provision of the UCC) in such
jurisdictions as any Grantor maintains Inventory on consignment, (f) using its best efforts to
obtain waivers of liens from landlords and mortgagees as required pursuant to the Credit
Agreement, (g) obtaining written acknowledgements from consignees, warehouse and other bailees of
the prior lien of the Administrative Agent in and to the Collateral and that such third party is
holding possession of the Collateral for the benefit of the Administrative Agent, and (h)
assisting the Administrative Agent in obtaining control under the UCC with respect to any
Collateral consisting of Deposit Accounts, Investment Property, Letter-of-Credit Rights and
Electronic Chattel Paper. Each Grantor also hereby authorizes the Administrative Agent, to the
extent not prohibited by applicable law, to file any such financing statement, amendment or
continuation statement (including consignment filings). If any amount payable under or in
connection with any of the Collateral is or shall become evidenced by any Instrument, such
Instrument, other than checks and notes received in the ordinary course of any Grantor’s business,
shall be duly endorsed in a manner satisfactory to the Administrative Agent and delivered to the
Administrative Agent promptly upon any Grantor’s receipt thereof.




          5.2 Maintenance of Records. Each Grantor shall keep and maintain at such Grantor’s own
cost and expense satisfactory and complete records of the Collateral, including, without
limitation, a record of all payments received and all credits granted with respect to the
Collateral and all other dealings with the Collateral. If requested by the Administrative Agent,
all Chattel Paper shall be marked with the following legend: “This writing and the obligations
evidenced or secured hereby are subject to the security interest of Wells Fargo Bank, National
Association, as Administrative Agent, created by that certain Security Agreement, dated as of April
27, 2007, in favor of Wells Fargo Bank, National Association, as Administrative Agent, as the same
may thereafter from time to time be amended, modified, supplemented or restated.”




          5.3 Indemnification. In any suit, proceeding or action brought by or against the
Administrative Agent, the Security Trustee or any Lender relating to any Collateral, including,
without limitation, any Account, Chattel Paper, Contract, General Intangible, Instrument or
Document for any sum owing thereunder, or to enforce any provision of any Account, Chattel Paper,
Contract, General Intangible, Instrument or Document, each Grantor shall jointly and severally
save, indemnify and keep the Administrative Agent harmless from and against all expense, loss or
damage suffered by reason of any defense, setoff, counterclaim, recoupment or reduction of
liability whatsoever of the obligor thereunder arising out of a breach by any Grantor of any
obligation thereunder or arising out of any other agreement, indebtedness




11









 







or liability at any time owing to, or in favor of, such obligor or its successors from any
Grantor, except to the extent determined by a final, non-appealable judgment of a court of
competent jurisdiction to have been caused by the gross negligence or willful misconduct of the
Administrative Agent, and all such obligations of the Grantors shall be and remain enforceable
against and only against the Grantors and shall not be enforceable against the Administrative
Agent.




          5.4 Compliance With Terms of Accounts, Etc. In all material respects, the each
Grantor shall perform and comply with all obligations in respect of Accounts, Chattel Paper,
Contracts, Documents, Instruments and Licenses and all other agreements to which it is a party or
by which it is bound; provided, however, that such Grantor may suspend its
performance thereunder in the event of a material breach of any such obligations by third parties.




          5.5 Limitation on Liens on Collateral. No Grantor shall create, permit or suffer to
exist, and shall defend the Collateral against and take such other action as is necessary to
remove, any lien on the Collateral, except the Permitted Liens. Each Grantor shall, jointly and
severally, further defend the right, title and interest of the Administrative Agent in and to any
of any Grantor’s rights under the Chattel Paper, Contracts, Documents, General Intangibles,
Instruments and Investment Property and to the Equipment and Inventory and in and to the Proceeds
thereof against the claims and demands of all Persons whomsoever.




          5.6 Limitations on Modifications of Accounts, Etc. Upon the occurrence and during the
continuation of any Event of Default, no Grantor shall, without the Administrative Agent’s prior
written consent, grant any extension of the time of payment of any of the Accounts, Chattel Paper,
Instruments or amounts due under any Contract or Document, compromise, compound or settle the same
for less than the full amount thereof, release, wholly or partly, any Person liable for the
payment thereof, or allow any credit or discount whatsoever thereon other than trade discounts and
rebates granted in the ordinary course of such Grantor’s business.




          5.7 Maintenance of Insurance. Each Grantor shall maintain, with financially sound and
reputable companies, the insurance policies with coverage provisions as set forth in Section
5.01(d) of the Credit Agreement.




          5.8 Limitations on Disposition. Each Grantor shall use reasonable efforts keep the
Collateral separate and identifiable from other property located on the same premises as the
Collateral and no Grantor shall sell, lease, license outside the ordinary course of its business,
transfer or otherwise dispose of any of the Collateral, or attempt or contract to do so, except as
permitted by Section 5.02(c) of the Credit Agreement.




          5.9 Further Identification of Collateral. Each Grantor shall, if so requested by the
Administrative Agent, furnish to the Administrative Agent, statements and schedules further
identifying and describing the Collateral and such other reports in connection with the Collateral
as the Administrative Agent may reasonably request, all in reasonable detail; provided however,
Administrative Agent shall have no right to request such statements or schedules more often than
semi-annually.





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          5.10
Notices. Each Grantor shall advise the Administrative Agent promptly, in
reasonable detail, of (a) any material lien, other than Permitted Liens, attaching to or asserted
against any of the Collateral, (b) any material change in the composition of the Collateral and
(c) the occurrence of any other event which might have or result in a Material Adverse Effect with
respect to the Collateral or on the security interest created hereunder.




          5.11 Right of Inspection and Audit. Each Grantor shall permit the Administrative
Agent such rights of inspection and audit as provided in the Credit Agreement.




          5.12 Maintenance of Facilities. Each Grantor shall maintain and protect its
properties, assets and facilities, including, without limitation, its Equipment in good order and
working repair and condition (taking into consideration ordinary wear and tear) and from time to
time make or cause to be made all needful and proper repairs, renewals and replacements thereto
and shall competently manage and care for its property in accordance with prudent industry
practices.




          5.13 Continuous Perfection. No Grantor shall change its name, identity or corporate
structure in any manner unless such Grantor shall have given the Administrative Agent at least
simultaneous written notice thereof and shall have taken all action (or made arrangements to take
such action substantially simultaneously with such change if it is impossible to take such action
in advance) necessary or reasonably requested by the Administrative Agent to amend such financing
statement or continuation statement so that it is not seriously misleading.




          5.14 Authorizations with Respect to Financing Statements, etc. Each Grantor hereby
irrevocably authorizes the Administrative Agent at any time and from time to time to file in any
filing office in any UCC jurisdiction any initial financing statements and amendments thereto that
(i) indicate the Collateral (A) as “all assets” of such Grantor or words of similar effect,
regardless of whether any particular asset comprised in the Collateral falls within the scope of
Article 9 of the UCC of such jurisdiction, or (B) as being of an equal or lesser scope or with
greater detail, and (ii) contain any other information required by part 5 of Article 9 of the UCC
for the sufficiency or filing office acceptance of any financing statement or amendment, including
(A) whether such Grantor is an organization, the type of organization and any organization
identification number issued to such Grantor, and (B) in the case of a financing statement filed
as a fixture filing or indicating any Collateral as as-extracted collateral or timber to be cut, a
sufficient description of the real property to which such Collateral relates. Each Grantor agrees
to furnish any such information to the Administrative Agent promptly upon request. Each Grantor
also ratifies its authorization for the Administrative Agent to have filed in any UCC jurisdiction
any initial financing statements or amendments thereto if filed prior to the date hereof.




          5.15 No Reincorporation. No Grantor shall reincorporate or reorganize itself under the
laws of any jurisdiction other than the jurisdiction in which it is incorporated or organized as of
the date such Grantor became a party to this Security Agreement.




          5.16 Terminations and Amendments Not Authorized. Each Grantor acknowledges that it is
not authorized to file any amendment or termination statement with respect to any financing
statement relating to any security interest granted hereunder without the




13









 







prior written consent of the Administrative Agent and agrees that it will not do so without the
prior written consent of the Administrative Agent, subject to such Grantor’s rights under Section
9-509(d)(2) of the UCC.




          5.17 Pledged Collateral.




               (a) Each Grantor shall deliver to the Administrative Agent, all certificates or Instruments
representing or evidencing any Pledged Collateral, whether now existing or hereafter acquired, in
suitable form for transfer by delivery or, as applicable, accompanied by such Grantor’s
endorsement, where necessary, or duly executed instruments of transfer or assignment in blank, all
in form and substance satisfactory to the Administrative Agent. The Administrative Agent shall
have the right, at any time in its discretion and after an Event of Default without prior notice
to any Grantor, to transfer to or to register in its name or in the name of its nominees any or
all of the Pledged Collateral. The Administrative Agent shall have the right at any time to
exchange certificates or instruments representing or evidencing any of the Pledged Collateral for
certificates or instruments of smaller or larger denominations.



               (b) Except
as provided in Section 7, each Grantor shall be entitled to receive all
cash dividends and cash distributions paid in respect of the Pledged Collateral to the extent
permitted to be paid by the Credit Agreement (other than liquidating or distributing dividends or
distributions) with respect to the Pledged Collateral. Any sums paid upon or in respect of any of
the Pledged Collateral upon the liquidation or dissolution of any issuer of any of the Pledged
Collateral, any distribution of capital made on or in respect of any of the Pledged Collateral or
any property distributed upon or with respect to any of the Pledged Collateral pursuant to the
recapitalization or reclassification of the capital of any issuer of Pledged Collateral or
pursuant to the reorganization thereof shall, unless otherwise subject to a perfected security
interest in favor of the Administrative Agent, be delivered to the Administrative Agent to be held
by it hereunder as additional collateral security for the Secured Obligations of such Grantor. If
any sums of money or property so paid or distributed pursuant to the immediately preceding
sentence in respect of any of the Pledged Collateral shall be received by such Grantor, such
Grantor shall, until such money or property is paid or delivered to the Administrative Agent, hold
such money or property in trust for the Administrative Agent, segregated from other funds of such
Grantor, as additional security for the Secured Obligations of such Grantor.



               (c) Except as provided in Section 7, such Grantor will be entitled to exercise all
voting, consent and corporate rights with respect to the Pledged Collateral; provided, however,
that no vote shall be cast, consent given or right exercised or other action taken by such Grantor
which would be inconsistent with or result in any violation of any provision of the Credit
Agreement, this Security Agreement, any other Credit Document or, without prior notice to the
Administrative Agent, to enable or take any other action to permit any issuer of Pledged
Collateral to issue any stock or other equity securities of any nature or to issue any other
securities convertible into or granting the right to purchase or exchange for any stock or other
equity securities of any nature of any issuer of Pledged Collateral.



               (d) No Grantor shall grant control over any Investment Property to any Person other than the
Administrative Agent.



14









 





               (e) In the case of each Grantor which is an issuer of Pledged Collateral, such Grantor agrees
to be bound by the terms of this Security Agreement relating to the Pledged Collateral issued by
it and will comply with such terms insofar as such terms are applicable to it. In the case of each
Grantor which is a partner in a partnership, such Grantor hereby consents to the extent required
by the applicable partnership agreement to the pledge by each other Grantor, pursuant to the terms
hereof, of the pledged partnership interests in such partnership and to the transfer of such
pledged partnership interests to the Administrative Agent or its nominee and to the substitution
of the Administrative Agent or its nominee as a substituted partner in such partnership with all
the rights, powers and duties of a general partner or a limited partner, as the case may be. In
the case of each Grantor which is a member of a limited liability company, such Grantor hereby
consents to the extent required by the applicable limited liability company agreement to the
pledge by each other Grantor, pursuant to the terms hereof, of the pledged limited liability
company interests in such limited liability company and to the transfer of such pledged limited
liability company interests to the Administrative Agent or its nominee and to the substitution of
the Administrative Agent or its nominee as a substituted member of the limited liability company
with all the rights, powers and duties of a member of the limited liability company in question.



               (f) No Grantor shall agree to any provision in, or amendment of, a limited liability company
agreement or partnership agreement that adversely affects the perfection of the security interest
of the Administrative Agent in any pledged partnership interests or pledged limited liability
company interests pledged by such Grantor hereunder, including electing to treat the membership
interest or partnership interest of such Grantor as a security under Section 8-103 of the UCC.



     SECTION 6. The Administrative Agent’s Appointment as Attorney-in-Fact.



               (a) Subject to Section 6(b) below, each Grantor hereby irrevocably constitutes and
appoints the Administrative Agent, and any officer or agent thereof, with full power of
substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in
the place and stead of such Grantor and in the name of such Grantor or in its own name, from time
to time at the Administrative Agent’s discretion, for the purpose of carrying out the terms of
this Security Agreement, to take any and all appropriate action and to execute and deliver any and
all documents and instruments which may be necessary or desirable to accomplish the purposes of
this Security Agreement and, without limiting the generality of the foregoing, hereby gives the
Administrative Agent the power and right, on behalf of such Grantor, without notice to or assent
by such Grantor to do the following after the occurrence and during the continuance of an Event of
Default:



                    (i) to ask, demand, collect, receive and give acquittances and receipts for any and all monies
due or to become due under any Collateral and, in the name of such Grantor, in its own name or
otherwise to take possession of, endorse and collect any checks, drafts, notes, acceptances or
other Instruments for the payment of monies due under any Collateral and to file any claim or to
take or commence any other action or proceeding in any court of law or equity or otherwise deemed
appropriate by the Administrative Agent for the purpose of collecting any and all such monies due
under any Collateral whenever payable;



15









 





                    (ii) to pay or discharge any liens, including, without limitation, any tax lien, levied or
placed on or threatened against the Collateral, to effect any repairs or any insurance called
for by the terms of this Security Agreement and to pay all or any part of the premiums therefor
and the costs thereof, which actions shall be for the benefit of the Administrative Agent and
not any Grantor; and



                    (iii) to (1) direct any person liable for any payment under or in respect of any of the
Collateral to make payment of any and all monies due or to become due thereunder directly to the
Administrative Agent or as the Administrative Agent shall direct, (2) receive payment of any and
all monies, claims and other amounts due or to become due at any time arising out of or in
respect of any Collateral, (3) sign and endorse any invoices, freight or express bills, bills of
lading, storage or warehouse receipts, drafts against Grantors, assignments, verifications and
notices in connection with Accounts and other Instruments and Documents constituting or relating
to the Collateral, (4) commence and prosecute any suits, actions or proceedings at law or in
equity in any court of competent jurisdiction to collect the Collateral or any part thereof and
to enforce any other right in respect of any Collateral, (5) defend any suit, action or
proceeding brought against any Grantor with respect to any Collateral, (6) settle, compromise or
adjust any suit, action or proceeding described above and, in connection therewith, give such
discharges or releases as the Administrative Agent may deem appropriate, (7) sell, transfer,
pledge, make any agreement with respect to or otherwise deal with any of the Collateral as fully
and completely as though the Administrative Agent were the absolute owner thereof for all
purposes, and to do, at the Administrative Agent’s option and the Grantors’ expense, at any
time, or from time to time, all acts and things which the Administrative Agent may deem
necessary to protect, preserve or realize upon the Collateral and the Administrative Agent’s
security interest therein in order to effect the intent of this Security Agreement, all as fully
and effectively as Grantors might do.



               (b) The Administrative Agent agrees that, except upon the occurrence and during the
continuation of an Event of Default, it shall not exercise the power of attorney or any rights
granted to the Administrative Agent pursuant to this Section 6. Each Grantor hereby
ratifies, to the extent not prohibited by applicable law, all that said attorney shall lawfully
do or cause to be done by virtue hereof. The power of attorney granted pursuant to this
Section 6 is a power coupled with an interest and shall be irrevocable until the Secured
Obligations are completely and indefeasibly paid and performed in full.



               (c) The powers conferred on the Administrative Agent hereunder are solely to protect the
Administrative Agent’s interests in the Collateral and shall not impose any duty upon the
Administrative Agent to exercise any such powers. The Administrative Agent shall have no duty as
to any Collateral, including any responsibility for (a) taking any necessary steps to preserve
rights against prior parties or any other rights pertaining to any Collateral or (b)
ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders
or other matters relative to any Investment Property, whether or not the Administrative Agent
has or is deemed to have knowledge of such matters. Without limiting the generality of the
preceding sentence, the Administrative Agent shall be deemed to have exercised reasonable care
in the custody and preservation of any of the Collateral if it takes such action for that
purpose as any Grantor reasonably requests in writing at times other than upon the occurrence
and during the continuance of any Event of Default. Failure of the Administrative Agent to comply with




16









 







any such request at any time shall not in itself be deemed a failure to exercise reasonable care.
The Administrative Agent shall be accountable only for amounts that it actually receives as a
result of the exercise of such powers and neither it nor any of its officers, directors,
employees, agents or representatives shall be responsible to the Grantors for any act or failure
to act, except for its own gross negligence or willful misconduct as determined by a final,
non-appealable judgment of a court of competent jurisdiction.




               (d) Each Grantor also authorizes the Administrative Agent, at any time and from time to time
upon the occurrence and during the continuation of any Event of Default, to (i) communicate in its
own name with any party to any Contract with regard to the assignment of the right, title and
interest of any Grantor in and under the Contracts hereunder and other matters relating thereto
and (ii) execute, in connection with the sale of Collateral provided for in Section 7,
below, any endorsements, assignments or other instruments of conveyance or transfer with respect
to the Collateral.



               (e) If any Grantor fails to perform or comply with any of its agreements contained herein and
the Administrative Agent, as provided for by the terms of this Security Agreement, shall perform
or comply, or otherwise cause performance or compliance, with such agreement, the expenses,
including attorneys’ fees and costs, of the Administrative Agent incurred in connection with such
performance or compliance, together with interest thereon at a rate of interest equal to the per
annum rate of interest charged on the Loans, shall be payable by the Grantors to the
Administrative Agent within ten (10) Business Days of demand and shall constitute Secured
Obligations secured hereby.



     SECTION 7. Rights and Remedies Upon Default.



               (a) If any Event of Default shall occur and be continuing, the Administrative Agent may
exercise, in addition to all other rights and remedies granted to it under this Security Agreement,
the Credit Agreement, the other Credit Documents and under any other instrument or agreement
securing, evidencing or relating to the Secured Obligations, all rights and remedies of a secured
party under applicable law, including, without limitation, the UCC. Without limiting the generality
of the foregoing, each Grantor expressly agrees that in any such event the Administrative Agent,
without demand of performance or other demand, advertisement or notice of any kind (except the
notice specified below of time and place of public or private sale) to or upon the Grantors or any
other person (all and each of which demands, advertisements and notices are hereby expressly waived
to the maximum extent not prohibited by the UCC and other applicable law), shall have the right to
collect the Proceeds from all Collateral (including, without limitation, dividends or distributions
on Pledged Collateral) and may (i) reclaim, take possession, recover, store, maintain, finish,
repair, prepare for sale or lease, ship, advertise for sale or lease and sell or lease (in the
manner provided for herein) the Collateral, and in connection with liquidation of the Collateral
and collection of the accounts receivable pledged as Collateral, use any trademark, trade name,
trade style, copyright, or process used or owned by any Grantor; (ii) forthwith collect, receive,
appropriate and realize upon the Collateral, or any part thereof, and may forthwith sell, lease,
assign, give an option or options to purchase or sell or otherwise dispose of and deliver said
Collateral (or contract to do so), or any part thereof, in one or more parcels at public or private
sale or sales, at any exchange or broker’s board or at any of the Administrative Agent’s offices or
elsewhere at such prices as it



17









 





may deem best, for cash or on credit or for future delivery without assumption of any credit risk
and (iii) exercise (A) all voting, consent, corporate and other rights pertaining to the Pledged
Collateral at any meeting of shareholders, partners or members, as the case may be, of the relevant
issuer or issuers of Pledged Collateral or otherwise and (B) any and all rights of conversion,
exchange and subscription and any other rights, privileges or options pertaining to the Pledged
Collateral as if it were the absolute owner thereof (including the right to exchange at its
discretion any and all of the Pledged Collateral upon the merger, consolidation, reorganization,
recapitalization or other fundamental change in the corporate structure of any issuer of securities
pledged hereunder, the right to deposit and deliver any and all of the Pledged Collateral with any
committee, depositary, transfer agent, registrar or other designated agency upon such terms and
conditions as the Administrative Agent may determine), all without liability except to account for
property actually received by it, but the Administrative Agent shall have no duty to any Grantor to
exercise any such right, privilege or option and shall not be responsible for any failure to do so
or delay in so doing. Each Grantor authorizes the Administrative Agent, on the terms set forth in
this Section 7, to enter the premises where the Collateral is located, to take possession
of the Collateral, or any part of it, and to pay, purchase, contest, or compromise any encumbrance,
charge, or lien which, in the opinion of the Administrative Agent, appears to be prior or superior
to its security interest. The Administrative Agent shall have the right upon any such public sale
or sales, and, to the extent not prohibited by applicable law, upon any such private sale or sales,
to purchase the whole or any part of said Collateral so sold, free of any right or equity of
redemption, which equity of redemption each Grantor hereby releases. The Administrative Agent may
sell the Collateral without giving any warranties as to the Collateral and may specifically
disclaim any warranties of title, which procedures shall not be considered to adversely affect the
commercial reasonableness of any sale of the Collateral. Each Grantor further agrees, at the
Administrative Agent’s request, to assemble the Collateral and make it available to the
Administrative Agent at places which the Administrative Agent shall reasonably select, whether at
any Grantor’s premises or elsewhere. The Administrative Agent shall apply the net proceeds of any
such collection, recovery, receipt, appropriation, realization or sale as provided in Section
7(g), below, and Grantors shall remain liable for any deficiency remaining unpaid after such
application, and only after so paying over such net proceeds and after the payment by the
Administrative Agent of any other amount required by any provision of law, including Section
9-608(a)(l)(C) of the UCC (or any other then applicable provision of the UCC), need the
Administrative Agent account for the surplus, if any, to the Grantors. To the maximum extent not
prohibited by applicable law, each Grantor waives all claims, damages, and demands against the
Administrative Agent arising out of the repossession, retention or sale of the Collateral except
such as are determined by a final, non-appealable judgment of a court of competent jurisdiction to
arise out of the gross negligence or willful misconduct of the Administrative Agent. Each Grantor
agrees that the Administrative Agent need not give more than ten (10) days’ prior written notice
(which notification shall be deemed given in accordance with the Credit Agreement) of the time and
place of any public sale or of the time after which a private sale may take place and that such
notice is reasonable notification of such matters. Grantors shall remain liable for any deficiency
if the proceeds of any sale or disposition of the Collateral are insufficient, to pay all amounts
to which the Administrative Agent, the Security Trustee and the Lenders are entitled, and Grantors
shall also be liable for the attorneys’ fees or costs of any attorneys employed by the
Administrative Agent to collect such deficiency.





18









 








               (b) As to any Collateral constituting certificated securities or uncertificated securities,
if, at any time when the Administrative Agent shall determine to exercise its right to sell the
whole or any part of such Collateral hereunder, such Collateral or the part thereof to be sold
shall not, for any reason whatsoever, be effectively registered under Securities Act of 1933, as
amended (as so amended the “Act”), the Administrative Agent may, in its discretion (subject
only to applicable requirements of law), sell such Collateral or part thereof by private sale in
such manner and under such circumstances as the Administrative Agent may deem necessary or
advisable, but subject to the other requirements of this Section 7(b), and shall not be
required to effect such registration or cause the same to be effected. Without limiting the
generality of the foregoing, in any such event the Administrative Agent may, in its sole
discretion, (i) in accordance with applicable securities laws, proceed to make such private sale
notwithstanding that a registration statement for the purpose of registering such Collateral or
part thereof could be or shall have been filed under the Act; (ii) approach and negotiate with a
single possible purchaser to effect such sale; and (iii) restrict such sale to a purchaser who will
represent and agree that such purchaser is purchasing for its own account, for investment, and not
with a view to the distribution or sale of such Collateral or part thereof. In addition to a
private sale as provided above in this Section 7(b), if any of such Collateral shall not be
freely distributable to the public without registration under the Act at the time of any proposed
sale hereunder, then the Administrative Agent shall not be required to effect such registration or
cause the same to be effected but may, in its sole discretion (subject only to applicable
requirements of law), require that any sale hereunder (including a sale at auction) be conducted
subject to such restrictions as the Administrative Agent may, in its sole discretion, deem
necessary or appropriate in order that such sale (notwithstanding any failure so to register) may
be effected in compliance with the Bankruptcy Code and other laws affecting the enforcement of
creditors’ rights and the Act and all applicable state securities laws. In order to permit the
Administrative Agent to exercise the voting and other consensual rights which it may be entitled to
exercise pursuant hereto and to receive all dividends and other distributions which it may be
entitled to receive hereunder, (i) each Grantor shall promptly execute and deliver (or cause to be
executed and delivered) to the Administrative Agent all such proxies, dividend payment orders and
other instruments as the Administrative Agent may from time to time reasonably request and (ii)
without limiting the effect of clause (i) above, such Grantor hereby grants to the Administrative
Agent an irrevocable proxy to vote all or any part of the Pledged Collateral and to exercise all
other rights, powers, privileges and remedies to which a holder of the Pledged Collateral would be
entitled (including giving or withholding written consents of shareholders, partners or members, as
the case may be, calling special meetings of shareholders, partners or members, as the case may be,
and voting at such meetings), which proxy shall be effective, automatically and without the
necessity of any action (including any transfer of any Pledged Collateral on the record books of
the issuer thereof) by any other person (including the issuer of such Pledged Collateral or any
officer or agent thereof) during the continuance of an Event of Default and which proxy shall
terminate upon the earlier of the payment in full of the Secured Obligations or the cure of the
Event of Default. Each Grantor hereby expressly authorizes and instructs each issuer of any Pledged
Collateral pledged hereunder by such Grantor to (i) comply with any instruction received by it from
the Administrative Agent in writing that (A) states that an Event of Default has occurred and is
continuing and (B) is otherwise in accordance with the terms of this Security Agreement, without
any other or further instructions from such Grantor, and each Grantor agrees that such issuer shall
be fully protected in so complying and (ii) unless




19









 




otherwise expressly permitted hereby, pay any dividends or other payments with respect to the
Pledged Collateral directly to the Administrative Agent.




               (c) Each Grantor agrees that in any sale of any of such Collateral, whether at a foreclosure
sale or otherwise, the Administrative Agent is hereby authorized to comply with any limitation or
restriction in connection with such sale as it may be advised by counsel is necessary in order to
avoid any violation of applicable law (including compliance with such procedures as may restrict
the number of prospective bidders and purchasers, require that such prospective bidders and
purchasers have certain qualifications and restrict such prospective bidders and purchasers to
persons who will represent and agree that they are purchasing for their own account for investment
and not with a view to the distribution or resale of such Collateral), or in order to obtain any
required approval of the sale or of the purchaser by any governmental authority, and each Grantor
further agrees that such compliance shall not result in such sale being considered or deemed not
to have been made in a commercially reasonable manner, nor shall the Administrative Agent be
liable nor accountable to any Grantor for any discount allowed by the reason of the fact that such
Collateral is sold in compliance with any such limitation or restriction.



               (d) Each Grantor also agrees to pay all fees, costs and expenses of the Administrative Agent,
including, without limitation, attorneys’ fees and costs, incurred in connection with the
enforcement of any of its rights and remedies hereunder.



               (e) Each Grantor hereby waives presentment, demand, protest or any notice (to the maximum
extent not prohibited by applicable law) of any kind in connection with this Security Agreement or
any Collateral.



               (f) Each Grantor agrees that a breach of any covenants contained in this Section 7
will cause irreparable injury to the Administrative Agent, that in such event the Administrative
Agent and would have no adequate remedy at law in respect of such breach and, as a consequence,
agrees that in such event each and every covenant contained in this
Section 7 shall be
specifically enforceable against the Grantors, and each Grantor hereby waives and agrees not to
assert any defenses against an action for specific performance of such covenants except for a
defense that the Secured Obligations are not then due and payable.



               (g) The proceeds of any sale, disposition or other realization upon all or any part of the
Collateral shall be distributed by the Administrative Agent in the following order of priorities:




     First, to the Administrative Agent and the Security Trustee in
an amount sufficient to pay in full the costs and expenses of the
Administrative Agent and the Security Trustee in connection with such sale,
disposition or other realization, including all fees, costs, expenses,
liabilities and advances incurred or made by the Administrative Agent or the
Security Trustee in connection therewith, including, without limitation,
attorneys’ fees and costs;



20









 






     Second, to the Lenders in an amount equal to accrued interest
then due and payable under this Security Agreement and the other Credit
Documents (except for Lender Rate Contracts and Lender Bank Products);




     Third, pari passu and ratably, to (i) the Lenders in an amount
equal to the principal amount of the outstanding Loans and L/C Borrowings
and to Cash Collateralize the remaining L/C Obligations on a pro rata basis
in accordance with the then outstanding principal amount of the Loans and
L/C Obligations (with the portion allocated to the Revolving Loans, Swing
Line Loans and L/C Obligations to be applied first to repay the Swing Line
Loans in full, second to repay the Revolving Loans in full and then to Cash
Collateralize the Secured Obligations in an amount equal to the then
Effective Amount of all L/C Obligations) and (ii) to the Lender(s) and
Affiliates thereof to whom obligations are owed in connection with any
Lender Rate Contract the terms of which comply with the Credit Agreement to
the extent of the associated Termination Value of such Lender Rate
Contract, and such proceeds will not be applied to the extent of any excess
over such Termination Value in connection with any Lender Rate Contact,
until the Secured Obligations (other than obligations under this clause
(ii)) have been paid in full and the Revolving Loan Commitments have been
terminated;




     Fourth, to the Lenders in an amount equal to any other Secured
Obligations, which are then unpaid (other than any Secured Obligations
related to Lender Rate Contracts and Lender Bank Products);




     Fifth, to the Lenders and Affiliates thereof in an amount
equal to any other Secured Obligations related to Lender Rate Contracts the
terms of which comply with the Credit Agreement, which are then unpaid;




     Sixth, to the Lenders and Affiliates thereof in an amount
equal to any Secured Obligations related to Lender Bank Products which
are then unpaid; and




     Finally, upon payment in full of all of the Secured
Obligations, to the persons legally entitled thereto.



     SECTION
8. Limitation on the Administrative Agent’s Duty in Respect of Collateral. The
Administrative Agent shall be deemed to have acted reasonably in the custody, preservation and
disposition of any of the Collateral if it complies with the obligations of a secured party under
Section 9-207 of the UCC (or any other then applicable provision of the UCC).



     SECTION
9. Reinstatement. This Security Agreement shall remain in full force and
effect and continue to be effective should any petition be filed by or against any Grantor for
liquidation or reorganization, should any Grantor become insolvent or make an assignment for the
benefit of creditors or should a receiver or trustee be appointed for all or any significant part




21









 







of any Grantor’s property and assets, and shall continue to be effective or be reinstated, as the
case may be, if at any time payment and performance of the Secured Obligations, or any part
thereof, is, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be
restored or returned by any obligee of the Secured Obligations, whether as a “voidable
preference,” “fraudulent conveyance,” or otherwise, all as though such payment or performance had
not been made. In the event that any payment, or any part thereof, is rescinded, reduced, restored
or returned, the Secured Obligations shall be reinstated and deemed reduced only by such amount
paid and not so rescinded, reduced, restored or returned.




     SECTION 10. Miscellaneous.



          10.1 Notices. Except as otherwise specified herein, all notices, requests, demands,
consents, instructions or other communications to or upon the Grantors (care of the Borrowers) or
the Administrative Agent under this Security Agreement shall be given as provided in Section
8.01 of the Credit Agreement.




          10.2 Partial Invalidity. If at any time any provision of this Security Agreement is
or becomes illegal, invalid or unenforceable in any respect under the law of any jurisdiction,
neither the legality, validity or enforceability of the remaining provisions of this Security
Agreement nor the legality, validity or enforceability of such provision under the law of any
other jurisdiction shall in any way be affected or impaired thereby.




          10.3 Headings. The section headings and captions appearing in this Security Agreement
are included solely for convenience of reference and are not intended to affect the interpretation
of any provision of this Security Agreement.




          10.4 No Waiver; Cumulative Remedies.




               (a) The Administrative Agent shall not by any act, delay, omission or otherwise be deemed to
have waived any of its rights or remedies hereunder or under the Credit Agreement or the other
Credit Documents, nor shall any single or partial exercise of any right or remedy hereunder or
thereunder on any one or more occasions preclude the further exercise thereof or the exercise of
any other right or remedy under any of the Credit Documents.



               (b) The rights and remedies hereunder provided or provided under the Credit Agreement or the
other Credit Documents are cumulative and may be exercised singly or concurrently, and are not
exclusive of any rights and remedies provided by law or by any of the other Credit Documents.



               (c) None of the terms or provisions of this Security Agreement may be waived, altered,
modified or amended except by an instrument in writing, duly executed by each Grantor and the
Administrative Agent. Unless otherwise specified in any such waiver or consent, a waiver or
consent given hereunder shall be effective only in the specific instance and for the specific
purpose for which given.



          10.5 Time is of the Essence. Time is of the essence for the performance of
each of the terms and provisions of this Security Agreement.




22









 








          10.6 Termination of this Security Agreement. Subject to Section 9, above,
this Security Agreement shall terminate upon the full, complete and final payment of the Secured
Obligations and the termination of the Revolving Loan Commitments under the Credit Agreement.




          10.7 Successors and Assigns. This Security Agreement and all obligations of the
Grantors hereunder shall be binding upon the successors and assigns of the Grantors, and shall,
together with the rights and remedies of the Administrative Agent hereunder, inure to the benefit
of the Administrative Agent, the Security Trustee, the Lenders, each Affiliate of a Lender party
to a Lender Rate Contract or providing Lender Bank Products and their respective successors and
assigns; except that no Grantor may assign or transfer any of its rights or obligations hereunder
without the prior written consent of the Administrative Agent and each Lender. Any assignment or
transfer in violation of the foregoing shall be null and void. The Lenders and the Administrative
Agent may disclose this Security Agreement as provided in the Credit Agreement.




          10.8 Further Indemnification. Each Grantor, jointly and severally, agrees to pay, and
to save the Administrative Agent harmless from, any and all liabilities with respect to, or
resulting from any delay in paying, any and all excise, sales or other similar taxes which may be
payable or determined to be payable with respect to any of the Collateral or in connection with
any of the transactions contemplated by this Security Agreement.




          10.9
Amendments, Etc. No amendment, modification, supplement, extension, termination
or waiver of any provision of this Security Agreement, no approval or consent thereunder, and no
consent to any departure by any Grantor therefrom, may in any event be effective unless in writing
signed by the Administrative Agent with the written approval of the Required Lenders, and then
only in the specific instance and for the specific purpose given and any such amendment,
modification, supplement, extension, termination or waiver shall be binding upon the
Administrative Agent, each holder of Secured Obligations and the Grantors; and, without the
approval in writing of all the Lenders, no amendment, modification, supplement, termination,
waiver or consent may be effective as to the matters set forth in the Credit Agreement, including,
without limitation, the release of any Grantor.




          10.10 ENTIRE AGREEMENT. THIS SECURITY AGREEMENT REPRESENTS THE COMPLETE AND FINAL
AGREEMENT AMONG THE GRANTORS AND THE ADMINISTRATIVE AGENT AND SUPERSEDES ALL PRIOR AGREEMENTS,
WRITTEN OR ORAL, ON THE SUBJECT MATTER HEREOF AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR,
CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF SUCH PARTIES. THERE ARE NO UNWRITTEN ORAL
AGREEMENTS BETWEEN OR AMONG THE GRANTORS, THE ADMINISTRATIVE AGENT AND THE LENDERS.




          10.11 Governing Law. This Security Agreement shall be governed by, construed and
enforced in accordance with, the internal law 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 except that matters concerning the validity and perfection of a security interest shall be
governed by the conflict of law rules set forth in the UCC. Each Grantor hereby




23









 







consents to the application of New York civil law to the construction, interpretation and
enforcement of this Security Agreement, and to the application of New York civil law to the
procedural aspects of any suit, action or proceeding relating thereto, including, but not limited
to, legal process, execution of judgments and other legal remedies.




          10.12 Counterparts. This Security Agreement 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 of an
executed counterpart of this Security Agreement shall be deemed to constitute due and sufficient
delivery of such counterpart.




          10.13 Payments Free of Taxes, Etc. All payments made by the Grantors under this
Security Agreement shall be made by the Grantors free and clear of and without deduction for any
and all present and future taxes, levies, charges, deductions and withholdings (except as
otherwise provided in the Credit Agreement). In addition, the Grantors shall pay upon demand any
stamp or other taxes, levies or charges of any jurisdiction with respect to the execution,
delivery, registration, performance and enforcement of this Security Agreement. Upon request by
the Administrative Agent, the Grantors shall furnish evidence satisfactory to the Administrative
Agent that all requisite authorizations and approvals by, and notices to and filings with,
governmental authorities and regulatory bodies have been obtained and made and that all requisite
taxes, levies and charges have been paid.




          10.14 The Grantors’ Continuing Liability. Notwithstanding any provision of this
Security Agreement or any other Credit Document or any exercise by the Administrative Agent of any
of its rights hereunder or thereunder (including, without limitation, any right to collect or
enforce any Collateral), (i) each Grantor shall remain liable to perform its obligations and
duties in connection with the Collateral and (ii) neither the Administrative Agent nor any Lender
shall assume or be considered to have assumed any liability to perform such obligations and duties
or to enforce any of the Grantors’ rights in connection with the Collateral.




          10.15 Additional Grantors. If, pursuant to the terms and conditions of the Credit
Agreement, the Borrowers shall be required to cause any Domestic Subsidiary that is not a Grantor
to become a Grantor hereunder, such Subsidiary shall execute and deliver to the Administrative
Agent a Joinder Agreement in the form of Annex I and shall thereafter for all purposes be
a party hereto and have the same rights, benefits and obligations as a Grantor party hereto on the
Closing Date and shall be deemed to have assigned, conveyed, mortgaged, pledged, granted,
hypothecated and transferred to the Administrative Agent for itself and for the pro rata benefit
of the Security Trustee, the Lenders, any Affiliate of a Lender party to a Lender Rate Contract or
providing Lender Bank Products the security interest described in such Joinder Agreement and
Section 2 hereof.




          10.16 Additional Provisions. Each Grantor that is a Borrower hereby acknowledges and
agrees that the jury trial waiver, consent to jurisdiction and other provisions in Sections
8.09 and 8.12 of the Credit Agreement apply to this Security Agreement as to the Borrowers and
are incorporated herein as though set forth in full. Each Grantor that is a Guarantor hereby
acknowledges and agrees that the jury trial waiver, consent to jurisdiction and





24









 







other provisions in Sections 21 and 22 of the Guaranty apply to this Security Agreement as
to the Guarantors and are incorporated herein as though set forth in full.




[This Space Intentionally Left Blank]




25









 








     IN WITNESS WHEREOF, the Grantors and the Administrative Agent have caused this Security
Agreement to be executed as of the day and year 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:  	 	 
	 
	 	AMERICAN COMMERCIAL LINES INC.,
a
Delaware corporation

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



26









 






	 	 	 	 	 



	 	 	 	 	 
	 	COMMERCIAL BARGE LINE COMPANY,
a Delaware corporation 	 
	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	AMERICAN COMMERCIAL BARGE LINE
LLC,
a Delaware limited liability company
 	 
	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



27









 






	 	 	 	 	 



	 	 	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



28









 






	 	 	 	 	 



SCHEDULE I 




COLLATERAL FOR PERFECTION BY POSSESSION





	1.	 	[Intercompany Notes]
	 
	2.	 	[Note(s) evidencing any other loan(s)]
	 
	3.	 	[Pledged Stock]





SCHEDULE I





 









 








SCHEDULE II




LETTER-OF-CREDIT RIGHTS AND COMMERCIAL TORT CLAIMS




LETTER-OF-CREDIT RIGHTS




[Borrowers to provide]




COMMERCIAL TORT CLAIMS




[Borrowers to provide]




SCHEDULE II




 









 





SCHEDULE III



DEPOSIT ACCOUNTS




	 	 	 	 	 	 	 
	Depository	 	Type of Account	 	Account Number	 	Bank Address
	Bank	 	 	 	 	 	 
	 
	 	 	 	 	 	 





SCHEDULE III




 









 








SCHEDULE IV




SECURITIES ACCOUNTS




[Borrowers to provide]




SCHEDULE IV




 









 








SCHEDULE
V




LEGAL NAME; JURISDICTION OF FORMATION; BOOKS AND RECORDS;

LOCATION OF COLLATERAL




[Borrowers to provide]




SCHEDULE V




 









 








ANNEX I




JOINDER AGREEMENT




          This
Joinder Agreement, dated as of                     , ___, is delivered pursuant to
Section 10,15 of the Security Agreement dated as of April 27, 2007 (as amended, restated,
supplemented or otherwise modified from time to time, the “Security Agreement”), among
American Commercial Lines LLC, a Delaware limited liability company, Jeffboat LLC, a Delaware
limited liability company, ACL Transportation Services LLC, a Delaware limited liability company
(formerly known as Louisiana Dock Company LLC), American Commercial Lines Inc., a Delaware
corporation (“Parent”), Commercial Barge Line Company, a Delaware corporation, American
Commercial Barge Line LLC, a Delaware limited liability company and certain other Domestic
Subsidiaries of Parent from time to time party thereto as Grantors in favor of Wells Fargo Bank,
National Association, as Administrative Agent for the Security Trustee, the Lenders and any
Affiliate of a Lender party to a Lender Rate Contract or providing Lender Bank Products referred
to therein. Capitalized terms used herein but not defined herein are used herein with the meaning
given them in the Security Agreement.




          By executing and delivering this Joinder Agreement, the undersigned hereby becomes a party to
the Security Agreement as a Grantor thereunder with the same force and effect as if originally
named as a Grantor therein and, without limiting the generality of the foregoing, as security for
the full, prompt, complete and final payment when due (whether at stated maturity, by acceleration
or otherwise) and prompt performance and observance of all the Secured Obligations of the
undersigned, the undersigned hereby assigns, conveys, mortgages, pledges, grants, hypothecates and
transfers to the Administrative Agent for itself, the Security Trustee and for the pro rata benefit
of the Lenders and any Affiliate of a Lender party to a Lender Rate Contract or providing Lender
Bank Products a security interest in and to all of the undersigned’s right, title and interest in,
to and under the Collateral, whether now owned or hereafter acquired by the undersigned or in which
the undersigned now holds or hereafter acquires any interest and expressly assumes all obligations
and liabilities of a Grantor thereunder. From and after the date hereof, the undersigned shall all
purposes be a party to the Security Agreement and shall have the same rights, benefits and
obligations as a Grantor party thereto on the Closing Date.




          The information set forth in Annex I-A is hereby added to the information set forth in
Schedules I through V to the Security Agreement.




          The undersigned hereby represents and warrants that each of the representations and warranties
contained in the Security Agreement applicable to it is true and correct on and as the date hereof
as if made on and as of such date.




[This Space Intentionally Left Blank]




ANNEX I-1




 









 





         In witness whereof, the undersigned has caused this Joinder Agreement to be duly executed and
delivered as of the date first above written.



	 	 	 	 	 
	 	[Additional Grantor]

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



ACKNOWLEDGED AND AGREED

as of the date of this Joinder Agreement

first above written.




	 	 	 	 	 
	Wells Fargo Bank, National Association, as Administrative Agent

 	 	 
	By:  	 	 	 
	 	Name:  	 	 	 
	 	Title:  	 	 	 
	 



ANNEX I-2




 









 








ANNEX
I-A 




[New
Grantor to complete as appropriate]




ANNEX I-3





 











 





EXHIBIT M




INTELLECTUAL PROPERTY SECURITY AGREEMENT




(see attached)






 









 








INTELLECTUAL PROPERTY

SECURITY AGREEMENT




     THIS INTELLECTUAL PROPERTY SECURITY AGREEMENT, dated as of April 27, 2007, is entered into by
and among AMERICAN COMMERCIAL LINES LLC, a Delaware limited liability company (“ACL”),
JEFFBOAT LLC, a Delaware limited liability company
(“Jeffboat”), ACL TRANSPORTATION SERVICES LLC, a
Delaware limited liability company (formerly known as Louisiana Dock Company LLC) (“ACLTS”, and
together with ACL and Jeffboat, collectively the “Borrowers”), AMERICAN COMMERCIAL LINES
INC., a Delaware corporation (“Parent”), COMMERCIAL BARGE LINE COMPANY, a Delaware
corporation (“Commercial Barge Line Company”), AMERICAN COMMERCIAL BARGE LINE LLC, a
Delaware limited liability company (“ACBL”), each of the other entities which becomes a
party hereto pursuant to Section 9 hereof (each of the foregoing, including ACL, Jeffboat,
ACLTS, Parent, Commercial Barge Line Company and ACBL, a “Grantor” and collectively, the
“Grantors”), and WELLS FARGO BANK, NATIONAL ASSOCIATION,, as administrative agent (in such
capacity, the “Administrative Agent”) for the Security Trustee (as defined below) and the
financial institutions which are from time to time parties to the Credit Agreement referred to in
Recital A below (collectively, the “Lenders”) and as collateral agent for any
Affiliate of a Lender party to a Lender Rate Contract (as defined in the Credit Agreement referred
to below) or providing Lender Bank Products (as defined in the Credit Agreement referred to below).



RECITALS




     A Pursuant to that certain Credit Agreement, dated as of even date herewith (as
amended, restated, supplemented or otherwise modified from time to time, the “Credit
Agreement”), among the Borrowers, the Lenders and Wells Fargo Bank, National Association, as
Administrative Agent and as security trustee (in such capacity, the “Security Trustee”),
the Lenders have agreed to extend loans and other financial accommodations to the Borrowers upon
the terms and subject to the conditions set forth therein.



     B. The Lenders’ obligations to extend loans and other financial accommodations to
the Borrowers under the Credit Agreement are subject, among other conditions, to receipt by
the
Administrative Agent of this Security Agreement duly executed by the Grantors.



     C. Each Grantor (other than the Borrowers) is or shall become a party to that certain
Guaranty Agreement dated as of even date herewith in connection with the Credit Agreement.
Each Grantor (other than the Borrowers) has obtained and will continue to obtain working
capital
and loans needed for its operations from the Borrowers, and the
Borrowers will obtain funds to provide and lend to the Grantors (other than the Borrowers) from the Lenders under the Credit
Agreement. In addition, Grantors (other than the Borrowers) expect to realize direct and
indirect
benefits as the result of the availability of the aforementioned credit facilities to the
Borrowers
and as the result of financial or business support which will be provided to the Grantors
(other
than the Borrowers) by the Borrowers.



AGREEMENT





 









 








     NOW, THEREFORE, in consideration of the above recitals and for other good and valuable
consideration, the receipt and adequacy of which are hereby acknowledged, each Grantor hereby
agrees with the Administrative Agent, for the ratable benefit of the Administrative Agent, the
Security Trustee, the Lenders, any Affiliate of a Lender party to a Lender Rate Contract or
providing Lender Bank Products, as follows:



     1. Definitions and Interpretation. When used in this Security Agreement,
the following terms shall have the following respective meanings:




     “Administrative Agent” shall have the meaning given to that term in
the introductory paragraph hereof.




     “Collateral” shall have the meaning given to that term in Section 2
hereof.




     “Copyright Office” shall mean the United States Copyright Office or any
successor office or agency thereto.




     “Copyrights” shall have the meaning given to that term in Attachment
1 hereto.




     “Credit Agreement” shall have the meaning given to that term in Recital A hereof.




     “Grantor(s)” shall have the meaning given to that term in the introductory
paragraph hereof.




     “Lenders” shall have the meaning given to that term in the introductory
paragraph hereof.




     “Mask Works” shall have the meaning given to that term in Attachment
1 hereto.




     “Patent and Trademark Office” shall mean the United States Patent and
Trademark Office or any successor office or agency thereto.




     “Patent Applications” shall mean all applications made by, or on behalf
of, a Grantor to the Patent and Trademark Office or to any similar office or agency of
any foreign country or political subdivision thereof for the registration of Patents.




     “Patent Registrations” shall mean all Patents registered with the Patent and
Trademark Office or with any similar office or agency of any foreign country or political
subdivision thereof and all Patent Applications.




     “Patents” shall have the meaning given to that term in Attachment 1
hereto.




     “Secured Obligations” shall mean and include (a) in the case of the Borrowers,
the Obligations (as defined in the Credit Agreement) and (b) in the case of each other
Grantor, all liabilities and obligations, howsoever arising, owed by such Grantor to the
Administrative Agent, the Security Trustee, any Lender or any Affiliate of a Lender party to
a Lender Rate Contract or providing Lender Bank Products of every kind and description
(whether or not evidenced by any note or instrument and whether or not for



2









 







the payment of money), direct or indirect, absolute or contingent, due or to become due,
now existing or hereafter arising, pursuant to the terms of the Guaranty or any of the
other Credit Documents to which such Grantor is a party, including without limitation all
interest (including interest that accrues after the commencement of any bankruptcy or other
insolvency proceeding by or against such Grantor, whether or not allowed or allowable),
fees, charges, expenses, attorneys’ fees and accountants’ fees chargeable to and payable by
the Grantor hereunder and thereunder.




     “Security Agreement” means this Intellectual Property Security Agreement and
all exhibits and schedules hereto, as the same may from time to time be amended, modified,
supplemented or restated.




     “Trade Secrets” shall have the meaning given to that term in Attachment 1 hereto.




     “Trademarks” shall have the meaning given to that term in Attachment
1 hereto.




     “UCC” means the Uniform Commercial Code as the same may, from time to time, be in
effect in the State of New York; provided, however, in the event that, by reason of
mandatory provisions of law, any or all of the attachment, perfection or priority of the
Administrative Agent’s security interest in any collateral is governed by the Uniform
Commercial Code as in effect in a jurisdiction other than the State of New York, the term
“UCC” shall mean the Uniform Commercial Code as in effect in such other jurisdiction for
purposes of the provisions hereof relating to such attachment, perfection of priority and
for purposes of definitions related to such provisions.


Unless otherwise defined herein, all other capitalized terms used herein and defined in the Credit
Agreement shall have the respective meanings given to those terms in the Credit Agreement, and all
terms defined in the UCC shall have the respective meanings given to those terms in the UCC. The
rules of construction set forth in Article I of the Credit Agreement shall, to the extent not
inconsistent with the terms of this Security Agreement, apply to this Security Agreement and are
hereby incorporated by reference.




     2. Grant of Security Interest. Each Grantor hereby assigns, conveys, mortgages,
pledges, grants, hypothecates and transfers to the Administrative Agent for itself, the Security
Trustee and for the pro rata benefit of the Lenders and any Affiliate of a Lender party to a Lender
Rate Contract or providing Lender Bank Products, as security for the full, prompt, complete and
final payment when due (whether at stated maturity, by acceleration or otherwise) and prompt
performance and observance of all of the Secured Obligations of such Grantor, and in order to
induce the Administrative Agent, the Security Trustee and the Lenders to enter into the Credit
Agreement and the other Credit Documents and to make loans and other financial accommodations
available to and for the benefit of the Borrowers upon the terms and subject to the conditions
thereof, a security interest in and to all of such Grantor’s right, title and interest in, to and
under the property described in Attachment 1 hereto, whether now owned or hereafter
acquired (collectively and severally, the “Collateral”), which Attachment 1 is
incorporated herein by this reference.



3









 





     3. Representations and Warranties. Each Grantor represents and warrants to the
Lenders, the Security Trustee and the Administrative Agent as follows:




     (a) Each Grantor has good and valid rights in, and title to or leasehold interests in
each item of the Collateral pledged by such Grantor hereunder (or, in the case of
after-acquired Collateral, at the time such Grantor acquires rights in such after-acquired
Collateral pledged by such Grantor hereunder). Except for minor defects in title that do not
interfere with its ability to conduct its business as currently conducted or to utilize such
Collateral for its intended purpose, no other Person has (or, in the case of after-acquired
Collateral, at the time such Grantor acquires rights therein, will have) any right, title,
claim or interest (by way of Lien, purchase option or otherwise) in, against or to the
Collateral, other than Permitted Liens.




     (b) The Administrative Agent has (or in the case of after-acquired Collateral, at the
time each Grantor acquires rights therein, will have) a first priority perfected security
interest in the Collateral, subject to Permitted Liens; provided, however, that the
Administrative Agent must make the filings with the Patent and Trademark Office or Copyright
Office contemplated by this Security Agreement to perfect its security interest in any
Grantor’s Patents, Trademarks, Copyrights or Mask Works registered with such offices.




     (c) Each Grantor has full corporate power and authority to make the
conditional assignment and to grant the security interest herein granted;




     (d) Each Grantor has the sole, full and unencumbered right, title and interest in and
to (i) each of the Trademarks described in Schedule A to Attachment 1 hereto for the
goods and services covered by the registrations thereof, (ii) each of the Patents described
in Schedule B to Attachment 1 hereto, (iii) each of the Copyrights described in
Schedule C to Attachment 1 hereto and (iv) each of the Mask Works described in
Schedule D to Attachment 1 hereto in each case subject to Permitted Liens. The
registrations for such Trademarks and Patents are valid and enforceable and in full force
and effect and none of the Patents has been abandoned or dedicated. According to the records
of the Copyright Office, such Copyrights and Mask Works are valid and enforceable and in
full force and effect.




     (e) No Grantor owns any Patents, Trademarks, Copyrights or Mask Works registered in, or
the subject of pending applications in, the Patent and Trademark Office or the Copyright
Office, other than those described in Schedules A, B, C and D to Attachment 1
hereto.




     (f) No claim has
been made by any third party and remains unresolved that any of the
Patents, Trademarks, Copyrights or Mask Works is invalid and unenforceable or violates or
may violate the rights of any Person, except as disclosed in Schedule 4.01(g) to the Credit Agreement.



4









 






     (g) Set forth in Schedule E to Attachment 1 hereto is a complete list of all
licenses of Patents, Trademarks, Copyrights, Mask Works and Trade Secrets which each Grantor has
granted to any Person.




     (h) Set forth in Schedule F to Attachment 1 hereto is a complete list of all
licenses of Patents, Trademarks, Copyrights, Mask Works and Trade Secrets which any Person has
granted to each Grantor.




     (i) Each Grantor has obtained from each employee who may be considered the inventor of
patentable inventions (invented within the scope of such employee’s employment with such Grantor)
an assignment to such Grantor of all rights to such inventions, including Patents.




     (j) Each Grantor has taken all commercially reasonable steps to protect the secrecy and
the validity under applicable law of all material Trade Secrets.



     4. Covenants of the Grantors. Each Grantor hereby agrees as follows:




     (a) Each Grantor, at the Grantors’ expense, shall promptly procure, execute and deliver to
the Administrative Agent all documents, instruments and agreements and perform all acts which are
necessary, or which the Administrative Agent may request, to establish, maintain, preserve, protect
and perfect the Collateral, the Lien granted to the Administrative Agent therein and the first
priority of such Lien (subject to Permitted Liens) or to enable the Administrative Agent to
exercise and enforce its rights and remedies hereunder with respect to any Collateral. Without
limiting the generality of the preceding sentence, each Grantor shall (i) execute all notices of
security interest for each relevant type of intellectual property in forms suitable for filing with
the Patent and Trademark Office or the Copyright Office, as applicable, substantially in the forms
of Attachments 2 and 3 hereto or other forms acceptable to the Administrative Agent and
(ii) take all commercially reasonable steps in any proceeding before the Patent and Trademark
Office, the Copyright Office or any similar office or agency in any other country or any political
subdivision thereof, to diligently prosecute or maintain, as applicable, each application and
registration of the Patents, Trademarks, Copyrights and Mask Works, including filing of renewals,
affidavits of use, affidavits of incontestability and opposition, interference and cancellation
proceedings (except to the extent that the failure to prosecute or maintain or the dedication,
abandonment or invalidation thereof is permitted hereunder or could not have a Material Adverse
Effect).




     (b) Each Grantor shall not use any Collateral or permit any Collateral to be used in violation
of (i) any provision of the Credit Agreement, this Security Agreement or any other Credit Document,
(ii) any applicable Governmental Rule or Contractual Obligation where such use could have a
Material Adverse Effect, or (iii) any policy of insurance covering the Collateral where such use
could have a Material Adverse Effect.




     (c) Each Grantor shall pay promptly when due all taxes and other governmental charges, all
Liens and all other charges (except to the extent constituting Permitted Liens) now or hereafter
imposed upon, relating to or affecting any Collateral.



5









 






     (d) Each Grantor shall appear in and defend any action or proceeding which may affect its
title to or the Administrative Agent’s security interest in the Collateral if an adverse decision
could have a Material Adverse Effect.




     (e) Each Grantor shall keep accurate and complete records of the Collateral and shall permit,
upon reasonable notice and during normal business hours so long as no Default or Event of Default
shall have occurred and be continuing and otherwise at any time as the Administrative Agent and any
Lender may determine with or without prior notice to the Grantors, the Administrative Agent to
examine and make copies of such records and provide such reports and information relating to the
Collateral as the Administrative Agent may request from time to time.




     (f) Each Grantor shall not sell, encumber, lease, rent, option, license or otherwise dispose
of or transfer any Collateral or right or interest therein except as permitted in the Credit
Agreement, and each Grantor shall keep the Collateral free of all Liens except Permitted Liens.




     (g) Each Grantor (either directly or through licensees) will continue to use the Trademarks in
connection with each and every trademark class of goods or services applicable to its current line
of products or services as reflected in its current catalogs, brochures, price lists or similar
materials in order to maintain the Trademarks in full force and effect free from any claim of
abandonment for nonuse, and such Grantor will not (and will not permit any licensee thereof to) do
any act or knowingly omit to do any act whereby any Trademark may become invalidated. Each Grantor
will not do any act, or omit to do any act, whereby the Patents or Patent Registrations may become
abandoned or dedicated or the remedies available against potential infringers weakened if such
action or omission could have a Material Adverse Effect and shall notify the Administrative Agent
immediately if it knows of any reason or has reason to know that any such Patent Registration may
become abandoned or dedicated. Each Grantor will not do any act or omit to do any act, whereby the
Copyrights or Mask Works may become abandoned or dedicated or the remedies available against
potential infringers weakened if such action or omission could have a Material Adverse Effect, and
shall notify the Administrative Agent immediately if it knows of any reason or has reason to know
that any such Copyright or Mask Work may become abandoned or dedicated.




     (h) Each Grantor will, within a reasonable time of filing and in any event no later than
the date the next Compliance Certificate is delivered after filing, notify the Administrative
Agent, either by such Grantor or through any agent, employee, licensee or designee, of (i) an
application for the registration of any Patent, Trademark, Copyright or Mask Work with the Patent
and Trademark Office or the Copyright Office or any similar office or agency in any other country
or any political subdivision thereof, (ii) any assignment of any Patent or Trademark, which such
Grantor may acquire from a third party, with the Patent and Trademark Office or any similar office
or agency in any other country or any political subdivision thereof, or (iii) any assignment of any
Copyright or Mask Work, which such Grantor may acquire from a third party, with the Copyright
Office or any similar office or agency in any other country or any political subdivision thereof.



6









 






     (i) Each Grantor shall (i) make application to the Patent and Trademark Office
to register any unpatented but patentable inventions developed by such Grantor or its
employees (within the scope of their employment), unless such Grantor, in the exercise of
its reasonable business judgment, deems any such Patent not to have any significant
commercial value or determines that its rights thereunder are better preserved as a Trade
Secret, (ii) make application to the Patent and Trademark Office to register any
registerable but unregistered Trademarks used by such Grantor in connection with its
products or services unless such Grantor in the exercise of its reasonable business
judgment, deems any such Trademark not to have any significant commercial value, and (iii)
make application to the Copyright Office to register any unregistered Copyright or Mask Work
to which such Grantor has rights unless such Grantor in the exercise of its reasonable
business judgment, deems any such Copyright or Mask Work not to have any significant
commercial value or determines that its rights thereunder are better protected as a Trade
Secret.




     (j) Each Grantor shall (i) use proper statutory notice in connection with its
use of the Patents, Trademarks, Copyrights and Mask Works, (ii) maintain consistent
standards of quality in its manufacture of products sold under the Trademarks or provision
of services in connection with the Trademarks, and (iii) take all steps necessary to protect
the secrecy and the validity under applicable law of all material Trade Secrets unless such
Grantor in the exercise of its reasonable business judgment deems any such Patents,
Trademarks, Copyrights or Mask Works not to have significant commercial value.




     (k) If any Responsible Officer of any Grantor learns of any use by any Person of
any term or design likely to cause confusion with any Trademark, such Grantor shall promptly
notify the Administrative Agent of such use and of all steps taken and to be taken to remedy
any infringement of such Trademark unless such Grantor in the exercise of its reasonable
business judgment deems any such Patents, Trademarks, Copyrights or Mask Works not to have
significant commercial value.




     (1) Each Grantor shall maintain with each employee who may have access to the
Trade Secrets of the Grantors an agreement by which such employee agrees not to disclose
such Trade Secrets and with each employee who may be the inventor of patentable inventions
(invented within the scope of such employee’s employment) an invention assignment agreement
requiring such employee to assign all rights to such inventions, including, patents and
patent applications, to such Grantor and further requiring such employee to cooperate fully
with such Grantor, its successors in interest, including the Administrative Agent, and their
counsel, in the prosecution of any patent application or in any litigation involving the
invention, whether such cooperation is required during such employee’s employment with such
Grantor or after the termination of such employment.



     5. Authorized Action by the Administrative Agent. Each Grantor hereby
irrevocably appoints the Administrative Agent as its attorney-in-fact and agrees that the
Administrative Agent may perform (but the Administrative Agent shall not be obligated to and shall
incur no liability to any Grantor or any third party for failure so to do) any act which such



7









 




Grantor is obligated by this Security Agreement to perform, and to exercise such rights and powers
as such Grantor might exercise with respect to the Collateral, including, without limitation, the
right to (a) collect by legal proceedings or otherwise and endorse, receive and receipt for all
royalties, payments, proceeds and other sums and property now or hereafter payable on or on account
of the Collateral; (b) insure, process, preserve and enforce the Collateral; (c) make any
compromise or settlement, and take any action it deems advisable, with respect to the Collateral;
(d) pay any indebtedness of such Grantor relating to the Collateral; and (e) file UCC financing
statements and execute other documents, instruments and agreements required hereunder;
provided, however, that the Administrative Agent shall exercise such powers only
after the occurrence and during the continuance of an Event of Default. In furtherance of the
powers granted in this Section 5, each Grantor shall execute and deliver to the
Administrative Agent a Special Power of Attorney in the form of Attachment 4 hereto. The
Grantors agree to reimburse the Administrative Agent upon demand for all costs and expenses,
including attorneys’ fees, the Administrative Agent may incur while acting as any Grantor’s
attorney-in-fact hereunder, all of which costs and expenses are included in the Secured
Obligations. Each Grantor agrees that such care as the Administrative Agent gives to the
safekeeping of its own property of like kind shall constitute reasonable care of the Collateral
when in the Administrative Agent’s possession; provided, however, that the
Administrative Agent shall not be required to make any presentment, demand or protest, or give any
notice and need not take any action to preserve any rights against any prior party or any other
Person in connection with the Secured Obligations or with respect to the Collateral.




     6. Default and Remedies. Each Grantor shall be deemed in default under this
Security Agreement upon the occurrence and during the continuance of an Event of Default, as that
term is defined in the Credit Agreement. In addition to all other rights and remedies granted to
the Administrative Agent by this Security Agreement, the Credit Agreement, the other Credit
Documents, the UCC and other applicable Governmental Rules, the Administrative Agent may, upon the
occurrence and during the continuance of any Event of Default, exercise any one or more of the
following rights and remedies: (a) collect, receive, appropriate or realize upon the Collateral or
otherwise foreclose or enforce the Administrative Agent’s security interests in any or all
Collateral in any manner not prohibited by applicable Governmental Rules or in this Security
Agreement; (b) notify any or all licensees of Collateral to make payments thereon directly to the
Administrative Agent; (c) sell, license or otherwise dispose of any or all Collateral at one or
more public or private dispositions, whether or not such Collateral is present at the place of
sale, for cash or credit or future delivery, on such commercially reasonable terms and in such
commercially reasonable manner as the Administrative Agent may determine; (d) upon five (5)
Business Days’ prior notice to the Grantors (care of the Borrowers) given after the Obligations are
due and payable (at maturity, upon acceleration or otherwise) and demand therefore has been made
(except if an Event of Default under Section 6.01(f) or 6.01(g) of the Credit Agreement exists, no
demand shall be required), direct the Grantors not to make any further use of the Patents, the
Trademarks (or any mark similar thereto), the Copyrights (or any work deriving therefrom), or the
Mask Works for any purpose; (e) upon five (5) Business Days’ prior notice to the Grantors (care of
the Borrowers) given after the Obligations are due and payable (at maturity, upon acceleration or
otherwise) and demand therefore has been made (except if an Event of Default under Section 6.01(f)
or 6.01(g) of the Credit Agreement exists, no demand shall be required), license, whether general,
special or otherwise, and whether on an exclusive or nonexclusive basis, any of the Patents,
Trademarks, Copyrights or Mask Works,



8









 




throughout the world for such term or terms, on such conditions, and in such manner, as the
Administrative Agent shall in its sole discretion determine; (f) enforce (and upon notice to the
Grantors (care of the Borrowers) have the exclusive right to enforce) against any licensee or
sublicensee all rights and remedies of the Grantors in, to and under any one or more license
agreements with respect to the Collateral (without assuming any obligations or liability
thereunder), and take or refrain from taking any action under any thereof; and (g) in addition to
the foregoing, in order to implement the assignment, sale or other disposal of any of the
Collateral, pursuant to the authority granted in Section 5 hereof, execute and deliver on
behalf of the Grantors, upon ten (10) calendar days’ prior notice to the Grantor (care of the
Borrowers), one or more instruments of assignment of the Patents, Trademarks, Copyrights or Mask
Works (or any application or registration thereof), in form suitable for filing, recording or
registration in any country.




     7. Application of Proceeds. The proceeds of any sale, disposition or other
realization upon all or any part of the Collateral shall be distributed by the Administrative Agent
in the following order of priorities:




     First, to the Administrative Agent and the Security Trustee in an
amount sufficient to pay in full the costs and expenses of the Administrative
Agent and the Security Trustee in connection with such sale, disposition or
other realization, including all fees, costs, expenses, liabilities and
advances incurred or made by the Administrative Agent or the Security Trustee
in connection therewith, including, without limitation, attorneys’ fees and
costs;




     Second, to the Lenders in an amount equal to accrued interest then
due and payable under this Security Agreement and the other Credit Documents
(except for Lender Rate Contracts and Lender Bank Products);




     Third, pari passu and ratably, to (i) the Lenders in an amount
equal to the principal amount of the outstanding Loans and L/C Borrowings and
to Cash Collateralize the remaining L/C Obligations on a pro rata basis in
accordance with the then outstanding principal amount of the Loans and L/C
Obligations (with the portion allocated to the Revolving Loans, Swing Line
Loans and L/C Obligations to be applied first to repay the Swing Line Loans in
full, second to repay the Revolving Loans in full and then to Cash
Collateralize the Secured Obligations in an amount equal to the then Effective
Amount of all L/C Obligations) and (ii) to the Lender(s) and Affiliates thereof
to whom obligations are owed in connection with any Lender Rate Contract the
terms of which comply with the Credit Agreement to the extent of the associated
Termination Value of such Lender Rate Contract, and such proceeds will not be
applied to the extent of any excess over such Termination Value in connection
with any Lender Rate Contact, until the Secured Obligations (other than
obligations under this clause (ii)) have been paid in full and the Revolving
Loan Commitments have been terminated;



9









 






     Fourth, to the Lenders in an amount equal to any other
Secured Obligations, which are then unpaid (other than any Secured
Obligations related to Lender Rate Contracts and Lender Bank Products);




     Fifth, to the Lenders and Affiliates thereof in an amount
equal to any other Secured Obligations related to Lender Rate Contracts
the terms of which comply with the Credit Agreement, which are then
unpaid;




     Sixth, to the Lenders and Affiliates thereof in an amount
equal to any Secured Obligations related to Lender Bank Products which
are then unpaid; and




     Finally, upon payment in full of all of the Secured
Obligations, to the persons legally entitled thereto.



     8. Indemnification and Release.



     (a) Each Grantor assumes all responsibility and liability arising from the use of the Patents,
Trademarks, Copyrights and Mask Works, and each Grantor hereby jointly and severally indemnifies
and holds the Administrative Agent, the Security Trustee, each Lender and their respective
directors, officers, employees, agents and any of their respective Affiliates
(“Indemnitees”) harmless from and against any claim, suit, loss, damage or expense
(including reasonable attorneys’ fees and expenses) arising out of or in connection with any
alleged infringement of any patent, trademark, service mark, trade name, trade secret, copyright or
mask work of a third party or alleged defect in any product manufactured, promoted or sold by
Grantors (or any Affiliate of the Grantors) in connection with any Patent, Trademark, Copyright or
Mask Work or out of the manufacture, promotion, labeling, sale or advertisement of any product or
service by the Grantors (or any Affiliate of the Grantors). Each Grantor agrees that the
Administrative Agent, the Security Trustee and the Lenders do not assume, and shall have no
responsibility for, the payment of any sums due or to become due under any agreement or contract
included in the Collateral or the performance of any obligations to be performed under or with
respect to any such agreement or contract by the Grantors, and each Grantor hereby jointly and
severally agrees to indemnify and hold each Indemnitee harmless with respect to any and all claims
by any Person relating thereto.



     (b) Each Grantor jointly and severally agrees to indemnify and hold the Indemnitees harmless
from and against any claim, suit, loss, damage or expense (including reasonable attorneys’ fees and
expenses) arising out of or in connection with any action taken or omitted to be taken by the
Administrative Agent hereunder with respect to any license agreement of the Grantors.



     (c) Each Grantor jointly and severally agrees to indemnify and hold the Indemnitees harmless
from and against any claim, suit, loss, damage or expense (including reasonable attorneys’ fees and
expenses) arising out of or in connection with any claim, suit or proceeding instituted by any
Grantor or in which any Grantor participates.



     (d) Each Grantor hereby releases the Indemnitees from any claims, causes of action and demands
at any time arising out of or with respect to any actions taken or omitted to be taken



10









 




by the Administrative Agent under the powers of attorney granted in Section 5 hereof, other
than actions or omissions determined by a final, non-appealable judgment of a court of competent
jurisdiction to have arisen through the gross negligence or willful misconduct of such Indemnitees.




     (e) Each Grantor agrees to cause the Administrative Agent to be named as an additional insured
with respect to any policy of insurance held by the Grantors from time to time covering product
liability or intellectual property infringement risk.



     (f) Nothing contained in this Section 8 shall, however, be deemed to require the
Grantors to indemnify or hold harmless any Indemnitee from or against any losses, costs, suits,
expenses, claims or damages to the extent determined by a final, non-appealable judgment of a court
of competent jurisdiction to have arisen from such Indemnitee’s gross negligence or willful
misconduct.



     9. Additional Grantors. If, pursuant to the terms and conditions of the Credit
Agreement, the Borrowers shall be required to cause any Domestic Subsidiary that is not a Grantor
to become a Grantor hereunder, such Subsidiary shall execute and deliver to the Administrative
Agent a Joinder Agreement in the form of Attachment 5 and shall thereafter for all purposes
be a party hereto and have the same rights, benefits and obligations as a Grantor party hereto on
the Closing Date and shall be deemed to have assigned, conveyed, mortgaged, pledged, granted,
hypothecated and transferred to the Administrative Agent for itself and for the pro rata benefit of
the Security Trustee, the Lenders, any Affiliate of a Lender party to a Lender Rate Contract or
providing Lender Bank Products the security interest described in such Joinder Agreement and
Section 2 hereof.



     10. Miscellaneous.



     (a) Notices. Except as otherwise specified herein, all notices, requests, demands,
consents, instructions or other communications to or upon the Grantor (which shall be sent care of
the Borrowers) or the Administrative Agent under this Security Agreement shall be given as provided
in Section 8.01 of the Credit Agreement.



     (b) Partial Invalidity. If at any time any provision of this Security Agreement is or
becomes illegal, invalid or unenforceable in any respect under the law of any jurisdiction, neither
the legality, validity or enforceability of the remaining provisions of this Security Agreement nor
the legality, validity or enforceability of such provision under the law of any other jurisdiction
shall in any way be affected or impaired thereby.



     (c) Headings. The section headings and captions appearing in this Security Agreement
are included solely for convenience of reference and are not intended to affect the interpretation
of any provision of this Security Agreement.



     (d) No Waiver; Cumulative Remedies.



          i. The Administrative Agent shall not by any act, delay, omission or
otherwise be deemed to have waived any of its rights or remedies hereunder or under the Credit
Agreement or the other Credit Documents, nor shall any single or partial exercise of any right or




11









 







remedy hereunder or thereunder on any one or more occasions preclude the further exercise
thereof or the exercise of any other right or remedy under any of the Credit Documents.




          ii. The rights and remedies hereunder provided or provided under the Credit Agreement
or the other Credit Documents are cumulative and may be exercised singly or concurrently, and are
not exclusive of any rights and remedies provided by law or by any of the other Credit Documents.




          iii. None of the terms or provisions of this Security Agreement may be waived, altered,
modified or amended except by an instrument in writing, duly executed by the Grantors and the
Administrative Agent. Unless otherwise specified in any such waiver or consent, a waiver or consent
given hereunder shall be effective only in the specific instance and for the specific purpose for
which given.




     (e) Time is of the Essence. Time is of the essence for the performance of each of the
terms and provisions of this Security Agreement.



     (f) Reinstatement. This Security Agreement shall remain in full force and effect and
continue to be effective should any petition be filed by or against any Grantor for liquidation or
reorganization, should any Grantor become insolvent or make an assignment for the benefit of
creditors or should a receiver or trustee be appointed for all or any significant part of any
Grantor’s property and assets, and shall continue to be effective or be reinstated, as the case may
be, if at any time payment and performance of the Secured Obligations, or any part thereof, is,
pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or
returned by any obligee of the Secured Obligations, whether as a “voidable preference,” “fraudulent
conveyance,” or otherwise, all as though such payment or performance had not been made. In the
event that any payment, or any part thereof, is rescinded, reduced, restored or returned, the
Secured Obligations shall be reinstated and deemed reduced only by such amount paid and not so
rescinded, reduced, restored or returned.



     (g) Termination of this Security Agreement. Subject to Section 10(f), this
Security Agreement shall terminate upon the full, complete and final payment of the Secured
Obligations and the termination of the Revolving Loan Commitments under the Credit Agreement.



     (h) Successors and Assigns. This Security Agreement and all obligations of the
Grantors hereunder shall be binding upon the successors and assigns of the Grantors, and shall,
together with the rights and remedies of the Administrative Agent hereunder, inure to the benefit
of the Administrative Agent, the Security Trustee, the Lenders, each Affiliate of a Lender party to
a Lender Rate Contract or providing Lender Bank Products and their respective successors and
assigns; except that no Grantor may assign or transfer any of its rights or obligations hereunder
without the prior written consent of the Administrative Agent and each Lender. Any assignment or
transfer in violation of the foregoing shall be null and void. The Lenders and the Administrative
Agent may disclose this Security Agreement as provided in the Credit Agreement.



     (i) Further Indemnification. Each Grantor jointly and severally agrees to pay,
and to save the Administrative Agent harmless from, any and all liabilities with respect to, or
resulting



12









 





from any delay in paying, any and all excise, sales or other similar taxes which may be payable or
determined to be payable with respect to any of the Collateral or in connection with any of the
transactions contemplated by this Security Agreement.



     (j) Amendments, Etc. No amendment, modification, supplement, extension,
termination or waiver of any provision of this Security Agreement, no approval or consent
thereunder, and no consent to any departure by any Grantor therefrom, may in any event be effective
unless in writing signed by the Administrative Agent with the written approval of the Requisite
Lenders, and then only in the specific instance and for the specific purpose given and any such
amendment, modification, supplement, extension, termination or waiver shall be binding upon the
Administrative Agent, each holder of Secured Obligations and the Grantors; and, without the
approval in writing of all the Lenders, no amendment, modification, supplement, termination, waiver
or consent may be effective as to the matters set forth in the Credit Agreement, including, without
limitation, the release of any Grantor.



     (k) ENTIRE AGREEMENT. THIS SECURITY AGREEMENT REPRESENTS THE COMPLETE AND FINAL
AGREEMENT AMONG THE GRANTORS AND THE ADMINISTRATIVE AGENT AND SUPERSEDES ALL PRIOR AGREEMENTS,
WRITTEN OR ORAL, ON THE SUBJECT MATTER HEREOF AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR,
CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF SUCH PARTIES. THERE ARE NO UNWRITTEN ORAL
AGREEMENTS BETWEEN OR AMONG THE GRANTORS, THE ADMINISTRATIVE AGENT, THE SECURITY TRUSTEE AND THE
LENDERS.



     (1) Governing Law. This Security Agreement shall be governed by, construed and
enforced in accordance with, the internal law 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 except that matters concerning the validity and perfection of a security interest shall be
governed by the conflict of law rules set forth in the UCC. Each Grantor hereby consents to the
application of New York civil law to the construction, interpretation and enforcement of this
Security Agreement, and to the application of New York civil law to the procedural aspects of any
suit, action or proceeding relating thereto, including, but not limited to, legal process,
execution of judgments and other legal remedies.



     (m) Counterparts. This Security Agreement 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 of an
executed counterpart of this Security Agreement shall be deemed to constitute due and sufficient
delivery of such counterpart.



     (n) Payments Free of Taxes, Etc. All payments made by the Grantors under this
Security Agreement shall be made by the Grantors free and clear of and without deduction for any
and all present and future taxes, levies, charges, deductions and withholdings (except as otherwise
provided in the Credit Agreement). In addition, the Grantors shall pay, within ten (10) days of
demand by Administrative Agent, any stamp or other taxes, levies or charges of any jurisdiction
with respect to the execution, delivery, registration, performance and enforcement of this Security
Agreement. Upon request by the Administrative Agent, the Grantors shall furnish



13









 




evidence satisfactory to the Administrative Agent that all requisite authorizations and approvals
by, and notices to and filings with, governmental authorities and regulatory bodies have been
obtained and made and that all requisite taxes, levies and charges have been paid.




     (o) The Grantors’ Continuing Liability. Notwithstanding any provision of this
Security Agreement or any other Credit Document or any exercise by the Administrative Agent of any
of its rights hereunder or thereunder (including, without limitation, any right to collect or
enforce any Collateral), (i) each Grantor shall remain liable to perform its obligations and duties
in connection with the Collateral and (ii) none of the Administrative Agent, the Security Trustee
or any Lender shall assume or be considered to have assumed any liability to perform such
obligations and duties or to enforce any of the Grantors’ rights in connection with the Collateral



     (p) Additional Provisions. Each Grantor that is a Borrower hereby acknowledges
and agrees that the jury trial waiver, consent to jurisdiction and other provisions in Sections
8.09 and 8.12 of the Credit Agreement apply to this Security Agreement as to the Borrowers and
are incorporated herein as though set forth in full. Each Grantor that is a Guarantor hereby
acknowledges and agrees that the jury trial waiver, consent to jurisdiction and other provisions in
Sections 21 and 22 of the Guaranty apply to this Security Agreement as to the Guarantors
and are incorporated herein as though set forth in full.



(The Signature Pages Follow)




14









 








     IN WITNESS WHEREOF, the Grantor(s) and the Administrative Agent have caused this Security
Agreement to be executed as of the day and year 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:  	 	 
	 
	 	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 limited liability company

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, 

as Administrative Agent

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



 









 






	 	 	 	 	 



ATTACHMENT 1

TO SECURITY AGREEMENT





     All right, title and interest of the Grantors, whether now owned or hereafter acquired, in and
to the following property:



     (a) All trademarks, trade names, trade styles and service marks, and all prints and labels on
which said trademarks, trade names, trade styles and service marks have appeared or appear, and all
designs and general intangibles of like nature, now existing or hereafter adopted or acquired, all
right, title and interest therein and thereto, all registrations and recordings thereof, including,
(i) all applications, registrations and recordings in the Patent and Trademark Office or in any
similar office or agency of the United States, any state thereof, or any foreign country or any
political subdivision thereof, all whether now owned or hereafter acquired by any Grantor,
including those described in Schedule A to this Attachment 1, which Schedule A is
incorporated herein by this reference, and (ii) all reissues, extensions or renewals thereof and
all licenses thereof (collectively, the “Trademarks”);



     (b) All patentable inventions, patent rights, shop rights, letters patent of the United States
or any foreign country, all right, title and interest therein and thereto, and all registrations
and recordings thereof, including (i) all Patent Registrations and recordings in the Patent and
Trademark Office or in any similar office or agency of the United States, any state thereof or any
foreign country or political subdivision thereof, all whether now owned or hereafter acquired by
any Grantor, including those described in Schedule B to this Attachment 1, which
Schedule B is incorporated herein by this reference, and (ii) all reissues, continuations,
continuations-in-part or extensions thereof and all licenses thereof (collectively, the
“Patents”);



     (c) All copyrights including, without limitation, (i) all original works of authorship fixed
in any tangible medium of expression, all right, title and interest therein and thereto, and all
registrations and recordings thereof, including all applications, registrations and recordings in
the Copyright Office or in any similar office or agency of the United States, any state thereof, or
any foreign country or any political subdivision thereof, all whether now owned or hereafter
acquired by any Grantor, including those described on Schedule C to this Attachment 1,
which Schedule C is incorporated herein by this reference, and (ii) all extensions or
renewals thereof and all licenses thereof (collectively, the “Copyrights”);



     (d) All mask works including all series of related images, however fixed or encoded, in final
or intermediate form, having or representing the predetermined, three dimensional pattern of
metallic, insulating, or semiconductor material present or removed from the layers of a
semiconductor chip product, in which series the relation of the images to one another is that each
image has the pattern of the surface of one form of the semiconductor chip product, and all right,
title and interest therein and thereto, and all registrations and recordings thereof, including all
applications, registrations and recordings in the Copyright Office or in any similar office or
agency of the United States, any state thereof, or any foreign country or any political subdivision
thereof, all whether now owned or hereafter acquired by any Grantor, including those described on
Schedule D to this Attachment 1, which Schedule D is incorporated herein by this
reference,



Attachment 1-1









 




and (ii) all extensions or renewals thereof and all licenses thereof (collectively, the
“Mask Works”);




     (e) All goodwill of the Grantors’ business symbolized by the Trademarks and all customer
lists and other records of the Grantors relating to the distribution of products or provision
of services bearing or covered by the Trademarks;



     (f) All proprietary information, including customer lists, databases, data collections,
software code (in any form, including source code and executable object code), formulas, patterns,
compilations, programs, devices, methods, techniques or processes, that derives independent
economic value, actual or potential, from not being generally known to, and not being readily
ascertainable by proper means by other Persons who can obtain economic value from its disclosure or
use, all whether now owned or hereafter acquired by any Grantor (collectively, the “Trade
Secrets”);



     (g) All licenses of Patents, Trademarks, Copyrights and Trade Secrets granted by any
Grantor to any Person, or all exclusive licenses of Patents, Trademarks, Copyrights, and Trade
Secrets granted by any Person to any Grantor, including, without limitation, those licenses
described on Schedules E and F to this Attachment 1, which Schedules E and F
are incorporated
herein by this reference, except (i) if the creation, attachment or perfection of a security
interest
in any of the foregoing licenses contractually gives rise to a default, breach, right of
recoupment,
claim, defense, termination, right of termination, or remedy under such license and (ii)
Section 9-408(a) of the UCC or any other applicable law is not effective to render such contractual
provision giving rise to such default, breach, right of recoupment, claim, defense,
termination,
right of termination, or remedy ineffective, then the creation, attachment or perfection in
such
license shall not be effective to the extent necessary to avoid such
default, breach, right of recoupment, claim, defense, termination, right of termination, or remedy;



     (h) All claims by any Grantor against any Person for past, present or future infringement of
the Patents, Trademarks, Copyrights, Mask Works or Trade Secrets;



     (i) Except to the extent already identified above, all algorithms, customer lists, databases,
data collections, diagrams, formulae, graphs, inventions (whether or not patentable), know-how,
methods, manufacturing and production or business processes, proprietary information,
specifications, trade secrets, discoveries, concepts, ideas, research and development,
compositions, designs, drawings, specifications software, software code (in any form, including
source code and executable or object code), URLs, Web Sites, and business and marketing plans and
proposals, works of authorship and other forms of technology (whether or not embodied in any
tangible form and including all tangible embodiments of the foregoing, such as instruction manuals,
laboratory notebooks, prototypes, samples, studies and summaries), all whether now owned or
hereafter acquired by any Grantor. The term “Web Site”, as used above, includes the look and feel,
including, but not limited to, overall design, appearance, graphics, artwork, color scheme, layout,
navigation, functionality, features and organization for the presentation of and interaction with
information or media with or without the use of html or xml software; and



     (j) All proceeds of the foregoing (including whatever is receivable or received when
Collateral or proceeds is (are) sold, collected, exchanged, licensed or otherwise disposed of,



Attachment 1-2









 




whether such disposition is voluntary or involuntary, including rights to payment and return
premiums and insurance proceeds under insurance with respect to any Collateral, and all rights to
payment with respect to any cause of action affecting or relating to the Collateral).




Attachment 1-3









 








SCHEDULE A

TO ATTACHMENT 1

TO SECURITY AGREEMENT




TRADEMARKS AND TRADEMARK APPLICATIONS




	 	 	 	 	 	 	 	 	 
	NAME
	 	COUNTRY
	 	STATUS
	 	REG. NO.
	 	REG. DATE
	 
	 	 
	 	 
	 	 
	 	 





Attachment 1-4









 






SCHEDULE B

TO ATTACHMENT 1

TO SECURITY AGREEMENT




PATENTS AND PATENT APPLICATIONS




Attachment 1-5









 





SCHEDULE C

TO ATTACHMENT 1

TO SECURITY AGREEMENT




COPYRIGHTS




	 	 	 	 	 
	Registration No.
	 	Jurisdiction
	 	Date
	 
	 	 
	 	 





Attachment 1-7









 






SCHEDULE D

TO ATTACHMENT 1

TO SECURITY AGREEMENT




MASK WORKS




	 	 	 	 	 
	Registration No.
	 	Jurisdiction
	 	Date
	 
	 	 
	 	 





Attachment 1-8









 






SCHEDULE E

TO ATTACHMENT 1

TO SECURITY AGREEMENT




LICENSES GRANTED BY THE GRANTORS TO THIRD PARTIES




Attachment 1-9









 





SCHEDULE F

TO ATTACHMENT 1

TO SECURITY AGREEMENT




LICENSES GRANTED BY THIRD PARTIES TO THE GRANTORS




Attachment
1-10









 





ATTACHMENT 2

TO SECURITY AGREEMENT




[SEPARATE INSTRUMENT FOR

EACH FORM OF COLLATERAL]




GRANT OF SECURITY INTEREST




[TRADEMARKS][COPYRIGHTS][MASK WORKS]




     THIS GRANT OF SECURITY INTEREST, dated as
of _______________, is executed
by _______________, a ____________ (the “Grantor”), in favor of
WELLS FARGO BANK, NATIONAL ASSOCIATION, as the Administrative Agent (in such capacity, the
“Administrative Agent”) for the Security Trustee and the financial institutions which are
from time to time parties to the Credit Agreement referred to in Recital A below
(collectively, the “Lenders”).



     A. Pursuant to that certain Credit Agreement, dated as of April 27, 2007 (as amended,
restated, supplemented or otherwise modified from time to time, the “Credit Agreement”),
among American Commercial Lines LLC, Jeffboat LLC, ACL Transportation Services LLC (formerly known
as Louisiana Dock Company LLC), the Lenders and Administrative Agent, the Lenders have agreed to
extend loans and other financial accommodations to the Grantor upon the terms and subject to the
conditions set forth therein.



     [B. The Grantor has adopted, used and is using the trademarks, more particularly
described on Schedules 1-A and 1-B annexed hereto and made a part hereof, which trademarks
are registered or subject to an application for registration in the United States Patent and
Trademark Office (collectively, the “Trademarks”).]



     [B. The Grantor owns the copyrights registered in the United States Copyright Office,
more particularly described on Schedule 1-A annexed hereto and made a part hereof
(collectively, the “Copyrights”).]



     [B. The Grantor owns the mask works registered in the United States Copyright
Office, more particularly described on Schedule 1-A annexed hereto and made a part
hereof (collectively, the “Mask Works”).]



     C. The Grantor and other entities party thereto from time to time have entered into an
Intellectual Property Security Agreement dated as of April 27, 2007 (as amended, restated,
supplemented or otherwise modified from time to time, the “Security Agreement”) in favor of
the Administrative Agent (for the ratable benefit of the Administrative Agent, the Security
Trustee, the Lenders, any Affiliate of a Lender party to a Lender Rate Contract (as defined in the
Credit Agreement) or providing Lender Bank Products (as defined in the Credit Agreement)).



     [D. Pursuant to the Security Agreement, the Grantor has granted to the Administrative
Agent (for the ratable benefit of the Administrative Agent, the Security Trustee, the Lenders, any
Affiliate of a Lender party to a Lender Rate Contract (as defined in the Credit Agreement) or
providing Lender Bank Products (as defined in the Credit Agreement)) a security interest in all



Attachment 2-1









 




right, title and interest of the Grantor in and to the Trademarks, together with the goodwill of
the business symbolized by the Trademarks and the customer lists and records related to the
Trademarks and the applications and registrations thereof, and all proceeds thereof, including any
and all causes of action which may exist by reason of infringement thereof (the
“Collateral”), to secure the payment, performance and observance of the Secured
Obligations, as defined in the Security Agreement.]




     [D. Pursuant to the Security Agreement, the Grantor has granted to the Administrative
Agent (for the ratable benefit of the Administrative Agent, the Security Trustee, the Lenders, any
Affiliate of a Lender party to a Lender Rate Contract (as defined in the Credit Agreement) or
providing Lender Bank Products (as defined in the Credit Agreement)) a security interest in all
right, title and interest of the Grantor in and to the Copyrights and the registrations thereof,
together with any renewals or extensions thereof, and all proceeds thereof, including any and all
causes of action which may exist by reason of infringement thereof for the full term of the
Copyrights (the “Collateral”), to secure the prompt payment, performance and observance of
the Secured Obligations, as defined in the Security Agreement.]



     [D. Pursuant to the Security Agreement, the Grantor has granted to the Administrative
Agent (for the ratable benefit of the Administrative Agent, the Security Trustee, the Lenders, any
Affiliate of a Lender party to a Lender Rate Contract (as defined in the Credit Agreement) or
providing Lender Bank Products (as defined in the Credit Agreement)) a security interest in all
right, title and interest of the Grantor in and to the Mask Works and the registrations thereof,
together with any renewals or extensions thereof, and all proceeds thereof, including any and all
causes of action which may exist by reason of infringement thereof for the full term of the Mask
Works (the “Collateral”), to secure the prompt payment, performance and observance of the
Secured Obligations, as defined in the Security Agreement.]



     NOW, THEREFORE, for good and valuable consideration, receipt of which is hereby acknowledged,
the Grantor does hereby further grant to the Administrative Agent a security interest in the
Collateral to secure the prompt payment, performance and observance of the Secured Obligations.



     The Grantor does hereby further acknowledge and affirm that the rights and remedies of the
Administrative Agent with respect to the security interest in the Collateral granted hereby are
more fully set forth in the Security Agreement, the terms and provisions of which are hereby
incorporated herein by reference as if fully set forth herein.


The Administrative Agent’s address is:



Wells Fargo Bank, National Association

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




Attachment 2-2









 








     IN WITNESS WHEREOF, the Grantor has caused this Grant of Security Interest to be executed as
of the day and year first above written.



	 	 	 	 	 
	 	[NAME OF GRANTOR]

 	 
	 	By:  	 	 
	 	 	Name: 	 	 
	 	 	Title: 	 	 
	 
	 	[Replace signature block and update dates and
recitals for any future grantorsl 	 




Attachment 2-3











 





ALL-PURPOSE ACKNOWLEDGMENT









	 	 	 	 	 	 	 
	STATE OF ________________________

	 	 	)	 	 	 
	 

	 	 	)	 	ss.	 
	COUNTY OF ________________________

	 	 	)	 	 	 






	 	 	 	 	 	 	 
	On

	 	________________________,
	 	before me,
	 	_________________________________________________________________________,
	 

	 	 	 	 	 	 
	 

	 	Date
	 	 	 	Name and Title of Officer (e.g. “Jane Doe, Notary Public”)






	 	 	 
	personally appeared

	 	_____________________________________________________________________________________________,
	 

	 	Name of Signer(s)






	 	 	 
	o personally known to me — OR — o

	 	proved to me on the basis of satisfactory evidence to be the
person(s) whose name(s) is/are subscribed to the within
instrument and acknowledged to me that he/she/they executed
the same in his/her/their authorized capacity(ies), and
that by his/her/their signature(s) on the instrument the
person(s), or the entity upon behalf of which the person(s)
acted, executed the instrument.
	 
	 	 
	 

	 	WITNESS my hand and official seal.
	 
	 	 
	 
	 	 
	 

	 	 
	 

	 	Signature of Notary Public












OPTIONAL


Though the data below is not required by law, it may prove valuable to persons relying on the
document and could prevent fraudulent reattachment of this form.




	 	 	 	 	 
	 

	 	CAPACITY(IES) CLAIMED BY SIGNER(S)
	 	DESCRIPTION OF ATTACHED DOCUMENT
	 
	o

	 	Individual	 	 
	o

	 	Corporate Officer	 	 
	 
	 
	 

	 	 
	 	 
	 

	 	Title(s)
	 	Title or Type of Document
	 
	o

	 	Partner(s)               
o      Limited

                       
        o      General	 	 
	 

	 	 	 	 
	o

	 	Attorney-in-Fact
	 	Number of Pages
	o

	 	Trustee(s)	 	 
	o

	 	Guardian/Conservator	 	 
	o

	 	Other: ______________________________
	 	 
	 

	 	 	 	Date of Document
	 
	Signer is Representing: 

Name of Person(s) or Entity(ies)	 	 
	 
	 
	 

	 	 
	 

	 	 	 	Signer(s) Other Than Named Above
	 
	 	 	 








Attachment 2-4









 






SCHEDULE 1-A TO GRANT OF SECURITY INTEREST




TRADEMARKS




SCHEDULE 1-B TO GRANT OF SECURITY INTEREST




TRADEMARK APPLICATIONS




	 	 	 	 	 
	Mark
	 	Application Date
	 	Application No.
	 
	 	 
	 	 





Attachment 2-5









 






SCHEDULE 1-A TO GRANT OF SECURITY INTEREST




COPYRIGHTS




	 	 	 	 	 
	Description
	 	Registration Date
	 	Registration No.
	 
	 	 
	 	 





SCHEDULE 1-A TO GRANT OF SECURITY INTEREST




MASK WORKS




	 	 	 	 	 
	Description
	 	Registration Date
	 	Registration No.
	 
	 	 
	 	 






Attachment 2-6











 





ATTACHMENT 3

TO SECURITY AGREEMENT




GRANT
OF SECURITY INTEREST




(PATENTS)




     THIS GRANT
OF SECURITY INTEREST, dated as of                                , is executed
by                                         ,
a                                
(the “Grantor”), in favor of
WELLS FARGO BANK, NATIONAL ASSOCIATION, as the Administrative Agent (in such capacity, the
“Administrative Agent”) for the Security Trustee and the financial institutions which are
from time to time parties to the Credit Agreement referred to in Recital A below
(collectively, the “Lenders”).



     A. Pursuant to that
certain Credit Agreement, dated as of April 27, 2007 (as amended,
restated, supplemented or otherwise modified from time to time, the “Credit Agreement”),
among American Commercial Lines LLC, Jeffboat LLC, ACL Transportation Services LLC (formerly known
as Louisiana Dock Company LLC), the Lenders and Administrative Agent, the Lenders have agreed to
extend loans and other financial accommodations to the Grantor upon the terms and subject to the
conditions set forth therein.



     B. The Grantor owns the letters patent, and/or applications for letters patent, of the
United States and certain foreign countries, more particularly described on Schedules 1-A
and 1-B annexed hereto and made a part hereof (collectively, the “Patents”).



     C. The Grantor and other entities party thereto from time to time have entered into a
Intellectual Property Security Agreement dated as of April 27, 2007 (as amended, restated,
supplemented or otherwise modified from time to time, the “Security Agreement”) in favor of
the Administrative Agent (for the ratable benefit of the Administrative Agent, the Security
Trustee, the Lenders, any Affiliate of a Lender party to a Lender Rate Contract (as defined in the
Credit Agreement) or providing Lender Bank Products (as defined in the Credit Agreement)).



     D. Pursuant to the Security Agreement, the Grantor has assigned and granted to the
Administrative Agent (for the ratable benefit of the Administrative Agent, the Security Trustee,
the Lenders, any Affiliate of a Lender party to a Lender Rate Contract (as defined in the Credit
Agreement) or providing Lender Bank Products (as defined in the Credit Agreement)) a security
interest in all right, title and interest of the Grantor in and to the Patents, together with any
reissue, continuation, continuation-in-part or extension thereof, and all proceeds thereof,
including any and all causes of action which may exist by reason of infringement thereof (the
“Collateral”), to secure the prompt payment, performance and observance of the Secured
Obligations, as defined in the Security Agreement;



     NOW, THEREFORE, for good and valuable consideration, receipt of which is hereby acknowledged,
the Grantor does hereby further assign, transfer and convey unto the Administrative Agent and grant
to the Administrative Agent a security interest in the Collateral to secure the prompt payment,
performance and observance of the Secured Obligations.



Attachment 3-1









 





     The Grantor does hereby further acknowledge and affirm that the rights and remedies of the
Administrative Agent with respect to the assignment of and security interest in the Collateral made
and granted hereby are more fully set forth in the Security Agreement, the terms and provisions of
which are hereby incorporated herein by reference as if fully set forth herein.



     The Administrative Agent’s address is:


Wells Fargo Bank, National Association

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




Attachment 3-2









 








     IN WITNESS WHEREOF, the Grantor has caused this Grant of Security Interest to be executed as
of the day and year first above written.



	 	 	 	 	 
	 	[NAME OF GRANTOR]

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	[Replace signature block and update dates for any

future grantors]

 	 
	 




Attachment 3-3











 





ALL-PURPOSE ACKNOWLEDGMENT









	 	 	 	 	 	 	 
	STATE OF ________________________

	 	 	)	 	 	 
	 

	 	 	)	 	ss.	 
	COUNTY OF ________________________

	 	 	)	 	 	 






	 	 	 	 	 	 	 
	On

	 	________________________,
	 	before me,
	 	_________________________________________________________________________,
	 

	 	 	 	 	 	 
	 

	 	Date
	 	 	 	Name and Title of Officer (e.g., “Jane Doe, Notary Public”)






	 	 	 
	personally appeared

	 	_____________________________________________________________________________________________,
	 

	 	Name of Signer(s)






	 	 	 
	o personally known to me — OR — o

	 	proved to me on the basis of satisfactory evidence to be the
person(s) whose name(s) is/are subscribed to the within
instrument and acknowledged to me that he/she/they executed
the same in his/her/their authorized capacity(ies), and
that by his/her/their signature(s) on the instrument the
person(s), or the entity upon behalf of which the person(s)
acted, executed the instrument.
	 
	 	 
	 

	 	WITNESS my hand and official seal.
	 
	 	 
	 
	 	 
	 

	 	 
	 

	 	Signature of Notary Public












OPTIONAL


Though the data below is not required by law, it may prove valuable to persons relying on the
document and could prevent fraudulent reattachment of this form.




	 	 	 	 	 
	 

	 	CAPACITY(IES) CLAIMED BY SIGNER(S)
	 	DESCRIPTION OF ATTACHED DOCUMENT
	 
	o

	 	Individual	 	 
	o

	 	Corporate Officer	 	 
	 
	 
	 

	 	 
	 	 
	 

	 	Title(s)
	 	Title or Type of Document
	 
	o

	 	Partner(s)               
o      Limited

                       
        o      General	 	 
	 

	 	 	 	 
	o

	 	Attorney-in-Fact
	 	Number of Pages
	o

	 	Trustee(s)	 	 
	o

	 	Guardian/Conservator	 	 
	o

	 	Other: ______________________________
	 	 
	 

	 	 	 	Date of Document
	 
	Signer is Representing: 

Name of Person(s) or Entity(ies)	 	 
	 
	 
	 

	 	 
	 

	 	 	 	Signer(s) Other Than Named Above
	 
	 	 	 










Attachment 3-4









 





SCHEDULE 1-A TO GRANT OF SECURITY INTEREST




PATENTS




SCHEDULE 1-B TO GRANT OF SECURITY INTEREST




PATENT APPLICATIONS




	 	 	 	 	 	 	 
	Title	 	Jurisdiction	 	Application Date	 	Application No.





Attachment 3-5









 






ATTACHMENT 4




TO SECURITY AGREEMENT




SPECIAL POWER OF ATTORNEY




Dated as of  
                   , 20___





	 	 	 	 	 	 	 
	STATE OF ________________________

	 	 	)	 	 	 
	 

	 	 	)	 	 	 
	COUNTY OF ________________________

	 	 	)	 	 	 






     KNOW
ALL PERSONS BY THESE PRESENTS,                     , a                      (the “Grantor”), pursuant to a Intellectual Property Security
Agreement, dated as of April 27, 2007 (as amended, restated, supplemented or otherwise modified
from time to time, the “Security Agreement”), among the Grantor, other entities party
thereto from time to time and WELLS FARGO BANK, NATIONAL ASSOCIATION, as administrative agent (in
such capacity, the “Administrative Agent”) for the financial institutions (collectively,
the “Lenders”) which are from time to time parties to that certain Credit Agreement, dated
as of April 27, 2007 (as amended, restated, supplemented or otherwise modified from time to time,
the “Credit Agreement”), among American Commercial Lines LLC, Jeffboat LLC, ACL
Transportation Services LLC (formerly known as Louisiana Dock Company LLC), the Lenders and Wells
Fargo Bank, National Association, as Administrative Agent, the Security Trustee, L/C Issuer and
Swing Line Lender, hereby appoints and constitutes the Administrative Agent its true and lawful
attorney in fact, with full power of substitution, and with full power and authority to perform the
following acts on behalf of the Grantor:



     1. For the purpose of assigning, selling, licensing or otherwise disposing of all right, title
and interest of the Grantor in and to any letters patent of the United States or any other country
or political subdivision thereof, and all registrations, recordings, reissues, continuations,
continuations-in-part and extensions thereof, and all pending applications therefor, and for the
purpose of the recording, registering and filing of, or accomplishing any other formality with
respect to, the foregoing, to execute and deliver any and all agreements, documents, instruments of
assignment or other papers necessary or advisable to effect such purpose;



     2. For the purpose of assigning, selling, licensing or otherwise disposing of all right, title
and interest of the Grantor in and to any trademarks, trade names, trade styles and service marks
and all related goodwill, and all registrations, recordings, reissues, extensions and renewals
thereof, and all pending applications therefor, and for the purpose of the recording, registering
and filing of, or accomplishing any other formality with respect to, the foregoing, to execute and
deliver any and all agreements, documents, instruments of assignment or other papers necessary or
advisable to effect such purpose;



     3. For the purpose of assigning, selling, licensing or otherwise disposing of all right, title
and interest of the Grantor in and to any copyrights, and all registrations, recordings, reissues,
extensions and renewals thereof, and all pending applications therefor, and for the purpose of the
recording, registering and filing of, or accomplishing any other formality with



Attachment 4-1









 




respect to, the foregoing, to execute and deliver any and all agreements, documents, instruments of
assignment or other papers necessary or advisable to effect such purpose;




     4. For the purpose of assigning, selling, licensing or otherwise disposing of all right, title
and interest of the Grantor in and to any mask works, and all registrations, recordings, reissues,
extensions and renewals thereof, and all pending applications therefor, and for the purpose of the
recording, registering and filing of, or accomplishing any other formality with respect to, the
foregoing, to execute and deliver any and all agreements, documents, instruments of assignment or
other papers necessary or advisable to effect such purpose;



     5. For the purpose of evidencing and perfecting the Administrative Agent’s interest in any
patent, trademark, copyright or mask work not previously assigned to the Administrative Agent as
security, or in any patent, trademark, copyright or mask work, which the Grantor may acquire from
a third party, and for the purpose of the recording, registering and filing of, or accomplishing
any other formality with respect to, the foregoing, to execute and deliver any and all agreements,
documents, instruments of assignment or other papers necessary or advisable to effect such
purpose.



     6. To execute any and all documents, statements, certificates or other papers necessary or
advisable in order to obtain the purposes described above as the Administrative Agent may in its
sole discretion determine.



[This Space Intentionally Left Blank]




Attachment 4-2









 








     This power of attorney is made pursuant to the Security Agreement and takes effect solely for
the purposes thereof and is subject to the terms and conditions thereof and may not be revoked
until termination of the Security Agreement as provided therein.



Dated as of the date written above.




	 	 	 	 	 
	 	[NAME OF GRANTOR]

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



Attachment 4-3









 




ALL-PURPOSE ACKNOWLEDGMENT









	 	 	 	 	 	 	 
	STATE OF ________________________

	 	 	)	 	 	 
	 

	 	 	)	 	ss.	 
	COUNTY OF ________________________

	 	 	)	 	 	 






	 	 	 	 	 	 	 
	On

	 	________________________,
	 	before me,
	 	_________________________________________________________________________,
	 

	 	 	 	 	 	 
	 

	 	Date
	 	 	 	Name and Title of Officer (e.g. “Jane Doe, Notary Public”)






	 	 	 
	personally appeared

	 	_____________________________________________________________________________________________,
	 

	 	Name of Signer(s)






	 	 	 
	o personally known to me — OR — o

	 	proved to me on the basis of satisfactory evidence to be the
person(s) whose name(s) is/are subscribed to the within
instrument and acknowledged to me that he/she/they executed
the same in his/her/their authorized capacity(ies), and
that by his/her/their signature(s) on the instrument the
person(s), or the entity upon behalf of which the person(s)
acted, executed the instrument.
	 
	 	 
	 

	 	WITNESS my hand and official seal.
	 
	 	 
	 
	 	 
	 

	 	 
	 

	 	Signature of Notary Public












OPTIONAL


Though the data below is not required by law, it may prove valuable to persons relying on the
document and could prevent fraudulent reattachment of this form.




	 	 	 	 	 
	 

	 	CAPACITY(IES) CLAIMED BY SIGNER(S)
	 	DESCRIPTION OF ATTACHED DOCUMENT
	 
	o

	 	Individual	 	 
	o

	 	Corporate Officer	 	 
	 
	 
	 

	 	 
	 	 
	 

	 	Title(s)
	 	Title or Type of Document
	 
	o

	 	Partner(s)               
o      Limited

                       
        o      General	 	 
	 

	 	 	 	 
	o

	 	Attorney-In-Fact
	 	Number of Pages
	o

	 	Trustee(s)	 	 
	o

	 	Guardian/Conservator	 	 
	o

	 	Other: ______________________________
	 	 
	 

	 	 	 	Date of Document
	 
	Signer is Representing: 

Name of Person(s) or Entity(ies)	 	 
	 
	 
	 

	 	 
	 

	 	 	 	Signer(s) Other Than Named Above
	 
	 	 	 









Attachment 4-4











 





ATTACHMENT 5

TO SECURITY AGREEMENT




JOINDER AGREEMENT




     This Joinder Agreement, dated as of _______, _______, is delivered pursuant to Section 9 of
the Intellectual Property Security Agreement dated as of April 27, 2007 (as amended, restated,
supplemented or otherwise modified from time to time, the “Security Agreement”), among



     American Commercial Lines LLC, a Delaware limited liability company, Jeffboat LLC, a Delaware
limited liability company, ACL Transportation Services LLC, a Delaware limited liability company
(formerly known as Louisiana Dock Company LLC), American Commercial Lines Inc., a Delaware
corporation (“Parent”), Commercial Barge Line Company, a Delaware corporation, American
Commercial Barge Line LLC, a Delaware limited liability company, and certain other Domestic
Subsidiaries of Parent from time to time party thereto as Grantors in favor of Wells Fargo Bank,
National Association, as Administrative Agent for the Security Trustee, the Lenders, any Affiliate
of a Lender party to a Lender Rate Contract or providing Lender Bank Products referred to therein.
Capitalized terms used herein but not defined herein are used herein with the meaning given them
in the Security Agreement.



     By executing and delivering this Joinder Agreement, the undersigned hereby becomes a party to
the Security Agreement as a Grantor thereunder with the same force and effect as if originally
named as a Grantor therein and, without limiting the generality of the foregoing, (a) as security
for the full, prompt, complete and final payment when due (whether at stated maturity, by
acceleration or otherwise) and prompt performance and observance of all the Secured Obligations of
the undersigned, the undersigned hereby assigns, conveys, mortgages, pledges, grants, hypothecates
and transfers to the Administrative Agent for itself, the Security Trustee and for the pro rata
benefit of the Lenders and any Affiliate of a Lender party to a Lender Rate Contract or providing
Lender Bank Products a security interest in and to all of the undersigned’s right, title and
interest in, to and under the Collateral, whether now owned or hereafter acquired by the
undersigned or in which the undersigned now holds or hereafter acquires any interest and expressly
assumes all obligations and liabilities of a Grantor thereunder and (b) the undersigned agrees to
provide the Administrative Agent with such short forms security agreements substantially in the
forms of Attachments 2 and 3 to the Security Agreement and a Special Power of Attorney
substantially in the form of Attachment 4. From and after the date hereof, the undersigned shall
all purposes be a party to the Security Agreement and shall have the same rights, benefits and
obligations as a Grantor party thereto on the Closing Date.



     The information set forth in Annex 1-A is hereby added to the information set forth in
Schedules A through F to Attachment 1 to the Security Agreement.



     The undersigned hereby represents and warrants that each of the representations and warranties
contained in the Security Agreement applicable to it is true and correct on and as the date hereof
as if made on and as of such date.



[This Space Intentionally Left Blank]




Attachment 5-1




 









 








     In
witness whereof, the undersigned has caused this Joinder Agreement to be duly
executed and delivered as of the date first above written.



[Additional Grantor]




	 	 	 	 	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	ACKNOWLEDGED AND AGREED

as of the date of this Joinder Agreement

first above written.



Wells Fargo Bank, National Association, as Administrative Agent

 	 	 
	By:  	 	 	 
	 	Name:  	 	 	 
	 	Title:  	 	 	 



Attachment 5-2



 









 






	 	 	 	 	 



Annex 1-A




[New Grantor to complete as appropriate]




Attachment 5-3





 











 





EXHIBIT
N




CONTROL
AGREEMENT




(see attached)






 









 








[Form of Deposit Account Control Agreement]




                     ___, 200___




[Depositary Bank]




 






 







	 	Re:  	 	Deposit Account Control Agreement





Ladies and Gentlemen:




                                              (“Company”) has entered into secured financing
arrangements with various lenders and Wells Fargo Bank, National Association,
as administrative agent for the lenders (“Administrative Agent”) pursuant to that certain
Credit
Agreement dated as of April        , 2007, as amended, restated, supplemented or modified from
time to time. In connection with those arrangements Company, together with the Administrative
Agent, ask you to enter into this agreement with us regarding the control of account number(s)
                                        , which Company maintains with you and all other
deposit accounts, now existing or hereafter arising (collectively, the “Deposit Account”).



     As part of Company’s financial arrangements with the Administrative Agent and the lenders, it
has agreed to grant to the Administrative Agent (for itself and on behalf of the lenders) a
security interest in: (a) the Deposit Account; (b) any cash balances from time to time credited to
the Deposit Account, and (c) any and all proceeds of either of the foregoing, whether now or
hereafter existing or arising (collectively, the “Deposit Account Collateral”).



     In order to give the Administrative Agent control over the Deposit Account, Company hereby
agrees that the Administrative Agent shall be entitled at any time after the occurrence and during
the continuance of an Event of Default under the Credit Agreement to give you instructions as to
the withdrawal or disposition of any funds from time to time credited to the Deposit Account, or
as to any other matters relating to the Deposit Account or any of the Deposit Account Collateral.



     After notice from the Administrative Agent of an Event of Default under the Credit Agreement
(“Default Notice”), you hereby agree to comply with any such instructions without any
further consent from Company, and without regard to any other agreement that may exist between the
Administrative Agent and Company.



     Company acknowledges that your agreement to comply with the Administrative Agent’s
instructions includes compliance with any and all instructions which the Administrative Agent



 









 




may deliver to you. In particular, we understand that such instructions may include the giving of
stop payment orders for any items being presented to the Deposit Account for payment, and may
include instructions to transfer funds to or for the Administrative Agent’s benefit.




     After receipt of a Default Notice, you shall be fully entitled to rely upon such instructions
from the Administrative Agent even if such instructions are contrary to any instructions or
demands that Company may give to you and, even if the result of such instructions is your dishonor
of items which may be presented for payment. In the event of any dishonor due to the
Administrative Agent’s instructions, Company confirms that you shall have no liability to Company
for wrongful dishonor.



     Other than requiring delivery of a Default Notice, you shall have no duty to inquire or
determine whether the Administrative Agent is entitled, under any separate agreement between
Company and the Administrative Agent, to give any such instructions. By this agreement, we
acknowledge and realize that you may be instructed to transfer funds from the Deposit Account at
times when Company may believe that the Administrative Agent is not entitled to give such
instructions, and Company accepts that risk and requests that you honor the Administrative Agent’s
instructions notwithstanding anything Company may say to the contrary. Company further agrees to
be responsible for your customary charges and to indemnify you from and to hold you harmless
against any loss, cost or expense that you may sustain or incur in acting upon instructions which
you believe in good faith to be instructions from the Administrative Agent.



     Unless you have obtained the Administrative Agent’s prior written consent, you agree not to
exercise any right of recoupment or set-off, or to assert any security interest or other lien that
you may at any time have against or in any of the Deposit Account Collateral on account of any
credit or other obligation owed to you by Company. You may, however, from time to time debit the
Deposit Account for any of your customary charges in maintaining the Deposit Account or for
reimbursement for the reversal of any provisional credits granted by you to the Deposit Account,
to the extent, in each case, that Company has not separately paid or reimbursed you therefor.



     You represent and warrant to the Administrative Agent that you have not entered, and you
covenant with the Administrative Agent that you will not enter, into any agreement with any other
person by which you are obligated to comply with instructions from such other person as to the
disposition of funds from the Deposit Account or other dealings with any of the Deposit Account
Collateral.



     Until you have received instructions from the Administrative Agent to the contrary, Company
shall be entitled to present items drawn on and otherwise to withdraw or direct the disposition of
funds from the Deposit Account.



     After receipt of a Default Note, kindly furnish to the Administrative Agent, at its address
indicated below, copies of all customary deposit account statements and other information relating
to the Deposit Account that you send to us. Company agrees to pay for any excess cost this may
entail.



-2-









 





     This agreement shall control over any conflicting agreement between you and us. This agreement
shall be governed by the law of the State of New York without reference to conflicts of law rules.



     This Agreement may be amended or modified only in writing signed by all parties hereto, and
no waiver of any right under this Agreement will be binding unless it is in writing and signed by
the party to be charged.



     To the extent a provision of this Agreement is unenforceable, this Agreement will be construed
as if the unenforceable provision were omitted.



     The provisions of this Agreement shall be binding upon and inure to the benefit of you, the
Administrative Agent and Company and your and their respective heirs, executors, administrators,
legal representatives, successors and assigns.



     This Agreement may be executed in counterparts, each of which shall be an original, and all
of which shall constitute but one and the same instrument.



     In the event any legal action or proceeding is commenced to interpret or enforce the terms of,
or obligations arising out of, this Agreement, or to recover damages for the breach thereof, the
party prevailing in any such action or proceeding shall be entitled to recover from the
non-prevailing party all costs and expenses, including, without limitation, reasonable attorneys’
fees, costs and expenses, incurred by the prevailing party. For purposes of the UCC, the
undersigned bank’s jurisdiction is New York and the Deposit Account is governed by the laws of the
State of New York.



     YOU, COMPANY AND ADMINISTRATIVE AGENT HEREBY VOLUNTARILY, KNOWINGLY, IRREVOCABLY AND
UNCONDITIONALLY WAIVE ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE (WHETHER BASED
UPON CONTRACT, TORT OR OTHERWISE) BETWEEN OR AMONG GRANTORS AND ADMINISTRATIVE AGENT ARISING OUT OF
OR IN ANY WAY RELATED TO THIS AGREEMENT.



[This Space Intentionally Left Blank]




-3-









 





     If you agree to and accept the foregoing, please so indicate by executing and returning to us
the enclosed duplicate of this letter.



	 	 	 	 	 
	 	Very truly yours,

 	 
	 
	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 


Address for notices:

 





 





 





 






	 	 	 	 	 
	Agreed:

WELLS FARGO BANK, NATIONAL

ASSOCIATION

 	 	 
	By:  	 	 	 
	 	Name:  	 	 	 
	 	Title:  	 	 	 
	 



Address for notices:

Wells Fargo Bank, National Association

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




Depositary Bank:                          
                                   




	 	 	 	 	 
	 	 	 
	By:  	 	 	 
	 	Name:  	 	 	 
	 	Title:  	 	 	 
	 




-4-










 





EXHIBIT O




GUARANTY




(see attached)






 









 








GUARANTY AGREEMENT




Dated as of April 27, 2007




by




EACH GUARANTOR PARTY HERETO




in favor of




WELLS FARGO BANK, NATIONAL ASSOCIATION,




as the Administrative Agent





 









 





GUARANTY AGREEMENT




     This GUARANTY AGREEMENT (this “Guaranty Agreement”), dated as of April 27, 2007,
AMERICAN COMMERCIAL LINES INC., a Delaware corporation (“Parent”), COMMERCIAL BARGE LINE
COMPANY, a Delaware corporation (“Commercial Barge Line Company”), AMERICAN COMMERCIAL
BARGE LINE LLC, a Delaware limited liability company (“ACBL”), and each of the other entities
which becomes a party hereto pursuant to Section 23 hereof (each of the Parent, Commercial
Barge Line Company, ACBL and such other entities, together with their successors, a
“Guarantor” and collectively, the “Guarantors”), in favor of WELLS FARGO BANK,
NATIONAL ASSOCIATION, as administrative agent (in such capacity, the “Administrative
Agent”) for the Security Trustee (as defined below) and the Lenders referred to below and as
collateral agent for any Affiliate of a Lender party to a Lender Rate Contract (as defined in the
Credit Agreement referred to below) or providing Lender Bank Products (as defined in the Credit
Agreement referred to below).



WITNESSETH:




     WHEREAS, each of the Guarantors is in the same corporate family as 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”, collectively the “Borrowers”), and each
Borrower and each Guarantor (other than Parent) is a Subsidiary of Parent;



     WHEREAS, the Borrowers are entering into that certain Credit Agreement, dated as of April 27,
2007 (as the same from time to time hereafter may be amended, modified, supplemented or restated,
the “Credit Agreement”), by and among the Borrowers, the financial institutions party
thereto from time to time (collectively, the “Lenders”), Wells Fargo Bank, National
Association, as Administrative Agent and as security trustee (in such capacity, the “Security
Trustee”), pursuant to which the Lenders have agreed to extend loans and other financial
accommodations to the Borrowers for the purposes, and on the terms and subject to the conditions,
set forth in the Credit Agreement;



     WHEREAS, in order to induce the Lenders, the Security Trustee and the Administrative Agent to
enter into the Credit Agreement and to induce the Lenders to make the Loans and Letters of Credit
available to the Borrowers, the Guarantors are willing to guarantee the Obligations of the
Borrowers under the Credit Agreement and the other Credit Documents;



     WHEREAS, the Lenders are willing to make and maintain loans and other financial
accommodations to the Borrowers on and after the date of the Credit Agreement, but only upon the
condition, among others, that the Guarantors shall have executed and delivered this Guaranty
Agreement to the Administrative Agent;



     WHEREAS, each Guarantor has obtained and will continue to obtain working capital and loans
needed for its operations from the Borrowers, and the Borrowers will obtain funds to




1









 




provide and lend to such Guarantors from the Lenders under the Credit Agreement. In addition, all
Guarantors expect to realize direct and indirect benefits as the result of the availability of the
aforementioned credit facilities to the Borrowers, as the result of financial or business support
which will be provided to the Guarantors by the Borrowers; and




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



     SECTION 1. Definitions; Interpretation. Unless otherwise defined herein, all
capitalized terms used in this Guaranty Agreement that are defined in the Credit Agreement
(including those terms incorporated by reference) shall have the respective meanings assigned to
them in the Credit Agreement. The rules of interpretation set forth in Article I of the Credit
Agreement shall, to the extent not inconsistent with the terms of this Guaranty Agreement, apply
to this Guaranty Agreement and are hereby incorporated by reference.



     SECTION 2. The Guarantee.



          (a) Each Guarantor hereby unconditionally guarantees (i) the full and punctual payment of the
Obligations (including interest accruing at the then applicable rate provided in the Credit
Agreement after the maturity thereof and interest accruing at the then applicable rate provided in
the Credit Agreement after the filing of any petition in bankruptcy, or the commencement of any
insolvency, reorganization or like proceeding, relating to any Loan Party thereunder whether or
not a claim for post-filing or post-petition interest is allowed in such proceeding), when and as
due, whether at maturity, by acceleration, upon one or more dates set for prepayment or otherwise,
(ii) all other amounts payable by the Borrowers from time to time to any of the Lenders, the
Security Trustee or the Administrative Agent under the Credit Agreement and the other Credit
Documents, whether on account of principal, interest, reimbursement obligations, fees,
indemnities, costs, expenses or otherwise (including all fees and disbursements of counsel to any
of the Lenders, the Security Trustee and the Administrative Agent that are required to be paid by
the Borrowers pursuant to the terms of the Credit Agreement or any other Credit Document) and
(iii) performance of the Obligations of the Borrowers in each case strictly in accordance with
their terms. Upon failure by the Borrowers to pay punctually any such amount, each Guarantor
agrees that it shall forthwith on demand pay the amount not so paid at the place and in the manner
specified in the Credit Agreement or the relevant other Credit Document, as the case may be. This
guaranty is absolute, irrevocable and unconditional in nature and is made with respect to any and
all Obligations of the Borrowers now existing or in the future arising. Each Guarantor’s liability
under this Guaranty Agreement shall continue until full satisfaction of all Obligations of the
Borrowers and the termination or expiration of the Revolving Loan Commitments pursuant to the
Credit Agreement. This guaranty is a guarantee of due and punctual payment and performance and not
of collectibility.




          (b) As to any Guarantor other than Parent or Commercial Barge Line Company, if under any
applicable law (including without limitation state and Federal fraudulent transfer laws) the
obligations of such Guarantor under Section 2(a) would otherwise be held or determined to
be void, invalid or unenforceable or if the claims of the Lenders in respect of such obligations
would be subordinated to the claims of any other creditors on account of such





2









 







Guarantor’s liability under Section 2(a), then, notwithstanding any other provision of
this Guaranty Agreement to the contrary, the amount of the liability of such Guarantor shall,
without any further action by the Guarantors, any Lender, the Administrative Agent, the Security
Trustee or any other Person, be automatically limited and reduced to the highest amount which is
valid and enforceable and not subordinated to the claims of other creditors as determined in such
action or proceeding. Each Guarantor agrees that it has obtained and will continue to obtain
working capital and loans needed for its operations from the Borrowers, and the Borrowers will
obtain funds to provide and lend to such Guarantors from the Lenders under the Credit Agreement
and Guarantor agrees and acknowledges that it is receiving reasonably equivalent value in the form
of (i) the substantial advances being made to such Guarantor through the Borrowers under the
Credit Agreement for its ongoing operations and (ii) the direct and indirect benefits as the
result of the availability of the aforementioned credit facilities to the Borrowers, as the result
of financial or business support which will be provided to the Guarantors by the Borrowers.




     SECTION 3. Guarantee Unconditional. The obligations of each Guarantor hereunder shall
be unconditional and absolute and, without limiting the generality of the foregoing, shall not be
released, discharged or otherwise affected by:



     (a) any extension, renewal, settlement, compromise, waiver or release in respect of any
obligation of the Borrowers under the Credit Agreement or any other Credit Document or any
obligation of any Guarantor hereunder or under any Security Document, by operation of law or
otherwise;



     (b) any modification or amendment of or supplement to the Credit Agreement or any other
Credit Document;



     (c) any release, non-perfection or invalidity of any direct or indirect security for any
obligation of the Borrowers under the Credit Agreement or any other Credit Document or any
obligation of the Guarantor hereunder or under any Security Document;



     (d) any change in the corporate existence, structure or ownership of the Borrowers, or any
insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrowers or its
assets or any resulting release or discharge of any obligation of the Borrowers contained in the
Credit Agreement or any other Credit Document;



     (e) the existence of any claim, set-off or other rights which any Guarantor may have at any
time against the Borrowers, the Administrative Agent, the Security Trustee, any Lender or any
other Person, whether in connection herewith or any unrelated transactions;



     (f) any invalidity or unenforceability relating to or against the Borrowers for any reason of
the Credit Agreement or any other Credit Document or any provision of applicable law or regulation
purporting to prohibit the payment by the Borrowers of the principal of or interest on any Loan or
any other amount payable by the Borrowers under the Credit Agreement or any other Credit Document;
or



3









 





     (g) any other act or omission to act or delay of any kind by the Borrowers, any Guarantor,
the Administrative Agent, the Security Trustee, any Lender or any other Person or any other
circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal
or equitable discharge of each Guarantor’s obligations hereunder.



     SECTION 4. Discharge Only Upon Payment In Full; Reinstatement In Certain
Circumstances. Each Guarantor’s obligations hereunder shall remain in full force and effect
until the principal of and interest on the Loans, the termination, cancellation or expiration of
all Letters of Credit and all other amounts payable by the Borrowers under the Credit Agreement
and any other Credit Documents shall have been paid in full and the Revolving Loan Commitments
under the Credit Agreement shall have terminated. The obligations of each Guarantor under this
Guaranty Agreement shall be automatically reinstated if and to the extent that for any reason any
payment by or on behalf of any Borrower, any other guarantor or any other Person or any other
application of funds (including the proceeds of any collateral for all or any part of the
Obligations guaranteed hereunder) in respect of all or any part of the Obligations guaranteed
hereunder is rescinded or must be otherwise restored by any holder of such Obligations guaranteed
hereunder, whether as a result of any proceedings in bankruptcy, reorganization or otherwise and
each Guarantor agrees that it will indemnify the Administrative Agent, the Security Trustee and
each Lender on demand for all costs and expenses (including fees and expenses of counsel) incurred
by the Administrative Agent, the Security Trustee or such Lender in connection with such
rescission or restoration.



     SECTION 5. Waiver by Guarantor. Each Guarantor hereby waives (i) any right of
redemption with respect to the Collateral after the sale hereunder, and all rights, if any, of
marshalling of the Collateral or other collateral or security for the
Obligations of any Borrower
or the obligations of any Guarantor under the Credit Documents and (ii) any right (except as shall
be required by applicable statute and cannot be waived) to require the Administrative Agent, the
Security Trustee or any Lender to (A) proceed against any Borrower, any other Guarantor or any
other Person, (B) proceed against or exhaust any other collateral or security for any of the
Obligations of any Borrower or the obligations of any Guarantor under the Credit Documents or (C)
pursue any remedy in the Administrative Agent’s, the Security Trustee’s or any Lender’s power
whatsoever. Each Guarantor hereby waives any defense based on or arising out of any defense of a
Borrower, any other Guarantor or any other Person other than payment in full of the Obligations,
including, without limitation, any defense based on or arising out of the disability of a Borrower,
any other Guarantor or any other Person, or the enforceability of the Obligations or any part
thereof from any cause, or the cessation from any cause of the liability of a Borrower or any other
Guarantor other than payment in full of the Obligations. The Administrative Agent and the Security
Trustee may, at their respective election, foreclose on any security held by the Administrative
Agent or the Security Trustee by one or more judicial or non-judicial sales, whether or not every
aspect of any such sale is commercially reasonable (to the extent such sale is permitted by
applicable law), or exercise any other right or remedy the Administrative Agent or the Security
Trustee may have against a Borrower, any other Guarantor or any other Person, or any security,
without affecting or impairing in any way the liability of any Guarantor hereunder except to the
extent the Obligations have been paid in full. Each Guarantor waives all rights and defenses
arising out of an election of remedies by the Administrative Agent or the Security Trustee, even
though that election of remedies, such as



4









 




nonjudicial foreclosure with respect to security for a guaranteed obligation, has destroyed such
Guarantor’s rights of subrogation and reimbursement against the Borrowers.




     SECTION 6. Stay of Acceleration. If acceleration of the time for payment of any
amount payable by the Borrowers under the Credit Agreement is stayed upon the insolvency,
bankruptcy or reorganization of the Borrowers, all such amounts otherwise subject to acceleration
under the terms of the Credit Agreement nonetheless shall be payable by any Guarantor hereunder
forthwith on demand by the Administrative Agent made at the request of the Required Lender’s.



     SECTION 7.
Right to Offset Balances. Each Guarantor agrees that, in addition to (and
without any limitation of) any right of set-off, banker’s lien or counterclaim any Lender may
otherwise have, each Lender shall be entitled, at its option but only with the prior written
consent of the Administrative Agent, to offset balances held by it for the account of such
Guarantor at any of its offices, in Dollars or in any other currency, against any Obligations of
any Borrower to such Lender from and after the occurrence of an Event of Default (regardless of
whether such balances are then due to such Guarantor). Any Lender so entitled shall promptly
notify the applicable Guarantor and the Administrative Agent of any offset effected by it;
provided that such Lender’s failure to give such notice shall not affect the validity of
such offset or the obligations of any Guarantor hereunder or under any other Credit Document.



     SECTION 8. Representations, Warranties and Covenants of the Guarantors.



          (a) As of the date hereof, the date any Guarantor becomes a party hereto and as of the date
of each extension of credit by the Lenders, each Guarantor represents to the Administrative Agent,
the Security Trustee and the Lenders that each of the representations and warranties applicable to
it under the Credit Agreement are true and correct as if made by such Guarantor. Each Guarantor
agrees to comply with and be bound by each of the covenants, agreements and conditions in the
Credit Agreement applicable to it as if such Guarantor were a party to the Credit Agreement.




          (b) In addition, Parent agrees that it shall not own any assets, conduct any business or have
any liabilities other than owning American Barge Line Company and Commercial Barge Line Company,
and Commercial Barge Line Company agrees that it shall not own any assets, conduct any business or
have any liabilities other than owning the Borrowers.




     SECTION 9. Subordination.



     (a) Each Guarantor agrees that the payment by a Borrower or any other Guarantor of


any indebtedness in favor of such Guarantor (the “Subordinated Lender”) shall be
subordinated and subject to the prior payment in full of all amounts payable by the Borrowers or
such other Guarantor under the Credit Agreement or this Guaranty Agreement, as the case may be,
and any other Credit Document to which the Borrowers or such Guarantor is a party (“Senior
Debt”) upon the terms of this Section.



     (b) Upon any distribution of assets of a Borrower or a Guarantor to creditors upon a
liquidation or dissolution of a Borrower or such Guarantor or in a bankruptcy,
reorganization,



5









 




insolvency, receivership or similar proceeding relating to a Borrower or such Guarantor or its
property, (i) the Administrative Agent, the Security Trustee and the Lenders shall be entitled to
receive payment in full of all Senior Debt before the Subordinated Lender shall be entitled to
receive any payment of principal of or interest on or any other amounts in respect of Indebtedness
of the Borrowers or such Guarantor in favor of the Subordinated Lender (the “Subordinated
Debt”); and (ii) until payment in full of the Senior Debt and the Commitments under the
Credit Agreement shall have terminated, any distribution of assets of any kind or character to
which the Subordinated Lender would otherwise be entitled shall be paid by the Borrowers or such
Guarantor or by any receiver, trustee in bankruptcy, liquidating trustee, agents or other person
making such payment or distribution to, or if received by a Borrower or such Guarantor, shall be
held for the benefit of and shall be forthwith paid or delivered to, the Administrative Agent for
distribution to the Administrative Agent, the Security Trustee and the Lenders, as applicable.




     (c) If the Subordinated Lender does not file proper claims or proofs of claim in the form
required in a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating
to a Borrower or such Guarantor or its property prior to 45 days before the expiration of the time
to file such claims, then (a) upon the request of the Administrative Agent, the Subordinated Lender
shall file such claims and proofs of claim in respect of this instrument and execute and deliver
such powers of attorney, assignments and other instruments as are required to enable the
Administrative Agent, the Security Trustee and the Lenders to enforce any and all claims upon or in
respect of the Subordinated Debt and to collect and receive any and all payments or distributions
which may be payable or deliverable at any time upon or in respect of Subordinated Debt, and (b)
whether or not the Subordinated Lender shall take the action described in the preceding clause (a)
the Administrative Agent, the Security Trustee and the Lenders shall nevertheless be deemed to have
such powers of attorney as may be necessary for them to file appropriate claims and proofs of claim
and otherwise exercise the powers described above.



     (d) No right of the Administrative Agent, the Security Trustee or any Lender to enforce the
terms of this Section shall be impaired by any act or failure to act by a Borrower or any
Guarantor. Neither the terms of this Section nor the rights of the Administrative Agent, the
Security Trustee and the Lenders hereunder shall be affected by any extension, renewal or
modification of the terms of, or the granting of any security in respect of, any Senior Debt or
any exercise or nonexercise of any right, power or remedy with respect thereto.



     (e) Until the Senior Debt is paid in full and the Revolving Loan Commitments under the Credit
Agreement shall have terminated, the Subordinated Lender shall not exercise any right of
subrogation that it may have now or hereafter as a result of its performance of this Guaranty
Agreement.



     (f) Nothing in this Section shall (i) impair, as between the Borrowers or any Guarantor and
the Subordinated Lender, the obligation of the Borrowers or such Guarantor, which is absolute and
unconditional, to pay the principal of and interest on Subordinated Debt in accordance with its
terms; (ii) affect the relative rights of the Subordinated Lender and creditors of the Borrowers
or such Guarantor other than the Administrative Agent, the Security Trustee and the Lenders; or
(iii) prevent the Subordinated Lender from exercising its available remedies



6









 




upon an event of default under the Subordinated Debt, subject to the rights of the Administrative
Agent, the Security Trustee and the Lenders to receive cash, property or other assets otherwise
payable to the Subordinated Lender to the extent set forth in this Section.




     SECTION 10. Notices. All notices and other communications hereunder to any party
hereto shall be given or made in the manner provided in the Credit Agreement to such party at its
address set forth therein, or in the case of any Guarantor, in care of the Borrowers at its
address set forth therein, or in the case of any party hereto, to such other address as such party
may have provided by notice to the other parties hereto.



     SECTION 11. No Waivers. No failure or delay by the Administrative Agent, the Security
Trustee or any Lender in exercising any right, power or privilege hereunder shall operate as a
waiver thereof nor shall any single or partial exercise thereof preclude any other or further
exercise thereof or the exercise of any other right, power or privilege. The rights and remedies
provided in this Guaranty Agreement, the Credit Agreement and the Security Documents shall be
cumulative and not exclusive of any rights or remedies provided by law.



     SECTION 12. Successors and Assigns. This Guaranty Agreement is in favor of the
Administrative Agent for the benefit of itself, the Security Trustee, the Lenders and each
Affiliate of a Lender party to a Lender Rate Contract or providing Lender Bank Products and their
respective successors and assigns and, in the event of an assignment of the Loans, Commitments or
other amounts payable under the Credit Agreement or the other Credit Documents, the rights
hereunder, to the extent applicable to the indebtedness so assigned, may be transferred with such
indebtedness. This Guaranty Agreement shall be binding upon each Guarantor and its successors and
assigns. No Guarantor may assign or transfer its rights or obligations under this Guaranty
Agreement without the prior written consent of the Administrative Agent (with the approval of the
Required Lenders). Any attempted assignment or transfer in violation of this Section shall be null
and void.



     SECTION 13. Expenses, Etc. Each Guarantor agrees to pay or to reimburse the


Administrative Agent, the Security Trustee and the Lenders for all costs and expenses (including
fees and expenses of counsel) that may be incurred by the Administrative Agent, the Security
Trustee or the Lenders in any effort to enforce any of the obligations of the Guarantors under this
Guaranty Agreement, whether or not any lawsuit is filed, including all such costs and expenses (and
attorneys’ fees and expenses) incurred by the Administrative Agent, the Security Trustee and the
Lenders in any bankruptcy, reorganization, workout or similar proceeding. All amounts due under
this Guaranty Agreement (including under Section 2(a)) and not paid when due shall bear
interest until paid at a, per annum rate equal to the Base Rate plus the Applicable Margin for Base
Rate Loans plus two percent (2.00%).



     SECTION 14. Amendments, Etc. No amendment, modification, supplement, extension,
termination or waiver of any provision of this Guaranty Agreement, no approval or consent
thereunder, and no consent to any departure by any Guarantor therefrom, may in any event be
effective unless in writing signed by the Administrative Agent with the written approval or upon
the instructions of the Required Lenders, and then only in the specific instance and for the
specific purpose given and any such amendment, modification, supplement, extension, termination or
waiver shall be binding upon the Administrative Agent, each holder of the



7









 




Obligations guaranteed hereunder and the Guarantors; and, without the approval in writing of all
the Lenders, no amendment, modification, supplement, termination, waiver or consent may be
effective as to the matters set forth in the Credit Agreement, including, without limitation,
except as expressly provided in the Credit Agreement, the release of any Guarantor and no
amendment, modification, or supplement of any provision of this Guaranty Agreement may in any
event be effective unless in writing signed by each Guarantor who is a party to the Guaranty
Agreement at the time any such amendment, modification, or supplement is made. Nothing herein
shall in any way modify or limit the effect of terms or conditions set forth in any other
document, instrument or agreement executed by any Guarantor or applicable to any Guarantor or in
connection with the Obligations guaranteed hereunder, but each and every term and condition hereof
shall be in addition thereto.




     SECTION 15. Survival. All representations and warranties made in this Guaranty
Agreement or in any certificate or other document delivered pursuant to or in connection with this
Guaranty Agreement shall survive the execution and delivery of this Guaranty Agreement or such
certificate or other document (as the case may be) or any deemed repetition of any such
representation or warranty.



     SECTION 16.
ENTIRE AGREEMENT. THIS GUARANTY AGREEMENT REPRESENTS THE COMPLETE AND FINAL AGREEMENT AMONG
THE GUARANTORS AND THE ADMINISTRATIVE AGENT AND SUPERSEDES ALL PRIOR AGREEMENTS, WRITTEN OR ORAL,
ON THE SUBJECT MATTER HEREOF AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR
SUBSEQUENT ORAL AGREEMENTS OF SUCH PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN OR AMONG
THE GUARANTORS, THE ADMINISTRATIVE AGENT, THE SECURITY TRUSTEE AND THE LENDERS.



     SECTION 17. Partial Invalidity. If at any time any one or more of the provisions
contained in this Guaranty Agreement should be held invalid, illegal or unenforceable in any
respect, neither party hereto shall be required to comply with such provision for so long as such
provision is held to be invalid, illegal or unenforceable, but the validity, legality and
enforceability of the remaining provisions contained in this Guaranty Agreement shall not in any
way be affected or impaired. The parties hereto shall endeavor in good faith negotiations to
replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect
of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.



     SECTION 18. Captions. The table of contents, captions and section headings appearing
in this Guaranty Agreement are included solely for convenience of reference and are not intended
to affect the interpretation of any provision of this Guaranty Agreement.



     SECTION 19. Counterparts. This Guaranty Agreement may be executed in any number of
counterparts, all of which taken together shall constitute one and the same instrument and any of
the parties to this Guaranty Agreement may execute this Guaranty Agreement by signing any such
counterpart. Transmission by telecopier of an executed counterpart of this Guaranty Agreement shall
be deemed to constitute due and sufficient delivery of such counterpart.



8









 





     SECTION 20. GOVERNING LAW. THIS GUARANTY AGREEMENT 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.



     SECTION 21. SUBMISSION TO JURISDICTION. Each of the parties to this Guaranty
Agreement (which shall include the Administrative Agent, the Security Trustee and the Lenders)
irrevocably submits to the non-exclusive jurisdiction of the courts of the State of New York and
the courts of the United States of America located in New York, New York and agrees that any legal
action, suit or proceeding arising out of or relating to this Guaranty Agreement or any of the
other Credit Documents (including, without limitation, any Security Documents) may be brought
against such party in any such courts. Final judgment against any party in any such action, suit
or proceeding shall be conclusive and may be enforced in any other jurisdiction by suit on the
judgment, a certified or exemplified copy of which shall be conclusive evidence of the judgment,
or in any other manner provided by law. Nothing in this Section shall affect the right of any
party to commence legal proceedings or otherwise sue any other party in any other appropriate
jurisdiction, or concurrently in more than one jurisdiction, or to serve process, pleadings and
other papers upon any other party in any manner authorized by the laws of any such jurisdiction.
The Guarantors agree that process served either personally or by registered mail shall, to the
extent permitted by law, constitutes adequate service of process in any such suit. Each of the
parties to this Guaranty Agreement irrevocably waives to the fullest extent permitted by
applicable law (a) any objection which it may have now or in the future to the laying of the venue
of any such action, suit or proceeding in any court referred to in the first sentence above; (b)
any claim that any such action, suit or proceeding has been brought in an inconvenient forum; (c)
its right of removal of any matter commenced by any other party in the courts of the State of New
York to any court of the United States of America; (d) any immunity which it or its assets may
have in respect of its obligations under this Guaranty Agreement or any other Credit Document from
any suit, execution, attachment (whether provisional or final, in aid of execution, before
judgment or otherwise) or other legal process; and (e) any right it may have to require the moving
party in any suit, action or proceeding brought in any of the courts referred to above arising out
of or in connection with this Guaranty Agreement or any other Credit Document to post security for
the costs of any party or to post a bond or to take similar action.



     SECTION 22. WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY
WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN
ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS GUARANTY AGREEMENT, ANY OTHER CREDIT
DOCUMENTS (INCLUDING, WITHOUT LIMITATION, ANY SECURITY DOCUMENTS) OR THE TRANSACTIONS CONTEMPLATED
BY THIS GUARANTY AGREEMENT OR ANY OTHER CREDIT DOCUMENTS.



     SECTION 23. Additional Guarantors. If, pursuant to the terms and conditions of the
Credit Agreement, a Borrower shall be required to cause any Domestic Subsidiary that is not a
Guarantor to become a Guarantor hereunder, such Subsidiary shall execute and deliver to the
Administrative Agent a Supplement to this Guaranty Agreement in the form of Annex I and
shall



9









 




thereafter for all purposes be a party hereto and have the same rights, benefits and obligations as
a Guarantor party hereto.




(Signatures Follow on Next Page)





10









 








     IN WITNESS WHEREOF, each of the undersigned has caused this Guaranty Agreement to be duly
executed by its authorized officer as of the day and year first above written.



	 	 	 	 	 
	 	GUARANTORS:




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:  	 	 



 









 






	 	 	 	 	 



ANNEX I

TO

GUARANTY AGREEMENT




          This
SUPPLEMENT NO. ___, dated as of [___] (this
“Supplement”), to the Guaranty Agreement (as defined below), by [___], a
[___] (the “New Guarantor”) in favor of WELLS FARGO BANK, NATIONAL
ASSOCIATION, as Administrative Agent (in such capacity, together with its successors in such
capacity, the “Administrative Agent”) for the benefit of the Security Trustee and the
Lenders (as defined below) and each Affiliate of a Lender party to a Lender Rate Contract or
providing Lender Bank Products.




          WHEREAS, 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”), have entered into that certain Credit Agreement, dated of
April 27, 2007 (as the same from time to time hereafter may be amended, modified, supplemented or
restated, the “Credit Agreement”), by and among the Borrowers, the financial institutions
party thereto from time to time (collectively, the “Lenders”) and Wells Fargo Bank,
National Association, as Administrative Agent and Security Trustee, pursuant to which the Lenders
have agreed to extend loans and other financial accommodations to the Borrowers for the purposes,
and on the terms and subject to the conditions, set forth in the Credit Agreement;




          WHEREAS, American Commercial Lines Inc., a Delaware corporation (together with its
successors, the “Parent”), Commercial Barge Line Company, a Delaware corporation
(“Commercial Barge Line Company”) and certain other parties have entered into the Guaranty
Agreement, dated as of April 27, 2007 (as the same from time to time hereafter may be amended,
modified, supplemented or restated, the “Guaranty Agreement”), in favor of the
Administrative Agent for the benefit of the Security Trustee and the Lenders in order to induce
the Lenders to make Loans and Letters of Credit available to the Borrowers pursuant to the Credit
Agreement (terms used but not otherwise defined herein have the meaning set forth in the Guaranty
Agreement directly or by reference to the Credit Agreement);




          WHEREAS, the New Guarantor is executing this Supplement in accordance with the requirements
of one or more Credit Documents or is otherwise agreeing to become a Guarantor under the Guaranty
Agreement in order to induce the Lenders to make loans or provide extensions of credit and as
consideration for loans or extensions of credit previously made or provided; and




          Accordingly, the New Guarantor agrees as follows:





     1. The New Guarantor by its signature below becomes a Guarantor under the Guaranty Agreement
with the same force and effect as if originally named therein as a Guarantor and the New Guarantor
hereby agrees to all the terms and provisions of the Guaranty Agreement applicable to it as a
Guarantor thereunder. Each reference to a “Guarantor” in the Guaranty



Annex I-1





 









 







Agreement shall be deemed to include the New Guarantor. The Guaranty Agreement is hereby
incorporated herein by reference. This Supplement is a Credit Document.




     2. The New Guarantor represents and warrants to the Administrative Agent, the Security Trustee
and the Lenders that representations and warranties contained in Section 8 of the Guaranty
Agreement (made directly or by incorporation) are true and correct as of the date hereof with
respect to such New Guarantor.



     3. This Supplement may be executed in two or more counterparts, each of which shall
constitute an original, but all of which, when taken together, shall constitute but one
instrument. This Supplement shall become effective as to any New Guarantor when the Administrative
Agent shall have received a counterpart of this Supplement executed by such New Guarantor.



     4. Except as expressly supplemented hereby, the Guaranty Agreement shall remain in full force
and effect.



     5. THIS SUPPLEMENT 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. If at any time any one or more of the provisions contained in this Supplement should be
held invalid, illegal or unenforceable in any respect, neither party hereto shall be required to
comply with such provision for so long as such provision is held to be invalid, illegal or
unenforceable, but the validity, legality and enforceability of the remaining provisions contained
herein and in the Guaranty Agreement shall not in any way be affected or impaired. The parties
hereto shall endeavor in good faith negotiations to replace the invalid, illegal or unenforceable
provisions with valid provisions the economic effect of which comes as close as possible to that
of the invalid, illegal or unenforceable provisions.



Annex I-2





 









 








          IN WITNESS WHEREOF, the New Guarantor has duly executed this Supplement as of
the day and year first above written.



	 	 	 	 	 
	 	[NEW GUARANTOR]

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  
	 
	 
	 	 	[Address and telecopier number for notices]  	 



	 	 	 	 	 
	ACCEPTED:



WELLS FARGO BANK, NATIONAL ASSOCIATION,

not individually but solely as Administrative Agent

 	 
	By:  	 	 
	 	Name:  	 	 
	 	Title:  	 	 
	 



Annex I-3