exv10w2



 






Exhibit 10.2




REGISTRATION RIGHTS AGREEMENT ASSIGNMENT




     This Registration Rights Agreement Assignment (this “Assignment”) dated as of October 6,
2005, by and among American Commercial Lines Inc., a Delaware corporation (the “Company”), HY I
Investments, L.L.C., a Delaware limited liability company (“HY I”), GVI Holdings, Inc., a Delaware
corporation (“GVI”) and each of the other parties listed on the signature pages hereof (each,
including GVI, an “Additional Party” and collectively, the “Additional Parties”)



W I T N E S S E T H




     WHEREAS, the Company and HY I are parties to that certain Registration Rights Agreement dated
as of January 12, 2005, as amended (the “Registration Rights Agreement”);



     WHEREAS, the Company is in the process of offering (the “Public Offering”) shares of its
authorized common stock, par value $0.01 per share (“Company Common Stock”), to the public and has
filed a Registration Statement on Form S-1 (the “Registration Statement”) in connection therewith;



     WHEREAS, HY I wishes to distribute (the “Distribution”) certain of its shares of Company
Common Stock to certain parties including the Additional Parties immediately prior to the Company
entering into a Purchase Agreement with the underwriters to effect the Public Offering (the
“Purchase Agreement”);



     WHEREAS, the Additional Parties are Permitted Assignees (as defined in the Registration Rights
Agreement) that wish to become parties to the Registration Rights Agreement



     WHEREAS, GVI wishes to sell in the Public Offering pursuant to the Registration Rights
Agreement certain of the shares of Company Common Stock it receives in the Distribution.



     NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, the
receipt and adequacy of which is hereby acknowledged, the parties hereto hereby agree as follows:



     1. Assignment and Agreement to be Bound. Effective simultaneously with the
Distribution, (i) HY I herby assigns to each of the Additional Parties its rights under the
Registration Rights Agreement, (ii) HY I shall remain a Holder (as defined in the Registration
Agreement) after giving effect to such assignment, (iii) each such Additional Party shall become a
Holder for all purposes of the Registration Rights Agreement, and (iv) each Additional Party
hereby agrees to be bound by the terms of the Registration Rights Agreement as a Holder.



     2. Representations and Warranties. HY I and the Additional Parties hereby represent
and warrant to the Company that simultaneously with the Distribution, each Additional Party will be
a Permitted Transferee.



 









 





     3. Information for Indemnification Purposes. For purposes of the Registration Rights
Agreement (including Section 7 thereof) and the Purchase Agreement (including Section 6 thereof),
all information relating to HY I or GVI included in the Registration Statement and each related
preliminary prospectus, prospectus, amendment and supplement was provided by HY I and GVI to the
Company specifically for inclusion therein, including, without limitation, all information relating
to HY I and GVI contained in the prospectus under the captions “Risk Factors-Risks Related to Our
Offering and Our Common Stock” and “Principal and Selling Stockholders.”



     4. Effect of Assignment; Entire Agreement. The Registration Rights Agreement shall
remain in full force and effect without amendment but with giving effect the assignment provided
for herein. This Assignment embodies the entire agreement and understanding between the Company and
the Holders in respect of the subject matter contained herein.



     5. Governing Law; Jurisdiction. THIS FIRST AMENDMENT SHALL BE GOVERNED EXCLUSIVELY
BY, CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.



     6. Counterparts and Facsimile Execution. This Assignment may be executed in any
number of counterparts and each of such counterparts shall for all purposes be deemed to be an
original, and all such counterparts together shall together constitute one and the same instrument.
This Assignment may be executed by facsimile signatures.



     Any capitalized terms used herein but not defined herein shall have the meanings ascribed to
such terms in the Registration Rights Agreement.



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



	 	 	 	 	 	 	 
	 	 	AMERICAN COMMERCIAL LINES INC.	 	 
	 
	 	 	 	 	 	 
	

	 	By:	 	 	 	 
	

	 	 	 	 	 	 
	

	 	 	 	Name:	 	 
	

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 	 	HY I INVESTMENTS, L.L.C.	 	 
	 
	 	 	 	 	 	 
	

	 	By:	 	 	 	 
	

	 	 	 	 	 	 
	

	 	 	 	Name:	 	 
	

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 	 	GVI HOLDINGS, INC.	 	 
	 
	 	 	 	 	 	 
	

	 	By:	 	 	 	 
	

	 	 	 	 	 	 
	

	 	 	 	Name:	 	 
	

	 	 	 	Title:	 	 






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