exv10w3



 






EXHIBIT 10.3




AMENDMENT NO. 2 TO AGREEMENTS




     This AMENDMENT NO. 2 TO AGREEMENTS (this “Amendment”), dated as of October 13, 2005 is among
the lending institutions from time to time party to the Loan Agreement (as defined below) (such
financial institutions, together with their respective successors and assigns, are referred to
hereinafter each individually as a “Lender” and collectively as “Lenders”), BANK OF AMERICA, N.A.,
as administrative agent and as collateral agent for the Lenders (in its capacity as administrative
agent and collateral agent, the “Agent”), AMERICAN COMMERCIAL LINES LLC, a limited liability
company formed under the laws of Delaware (referred to hereinafter as “ACL”), JEFFBOAT LLC, a
limited liability company formed under the laws of Delaware (“Jeffboat”), AMERICAN COMMERCIAL
TERMINALS LLC, a limited liability company formed under the laws of Delaware (referred to
hereinafter as “Terminals”), HOUSTON FLEET LLC, a limited liability company formed under the laws
of Delaware (referred to hereinafter as “Houston”), AMERICAN COMMERCIAL BARGE LINE LLC, a limited
liability company formed under the laws of Delaware (referred to hereinafter as “ACBL”), and
LOUISIANA DOCK COMPANY LLC, a limited liability company formed under the laws of Delaware (referred
to hereinafter as “Dock”; and together with ACL, Jeffboat, Terminals, ACBL and Houston, each,
individually a “Borrower” and collectively, the “Borrowers”) and each of the other Obligated
Parties (as defined in the Loan Agreement) signatory to this Amendment.



RECITALS




     WHEREAS, the Lenders, the Agent, the Syndication Agent, the Co-Documentation Agents, the
Borrowers and the other Obligated Parties entered into that certain Amended and Restated Loan
Agreement, dated as of February 11, 2005 (as amended, restated, renewed, extended, replaced,
supplemented, substituted or otherwise modified from time to time, the “Loan Agreement”); and



     WHEREAS, the Agent and the Obligated Parties entered into that certain Amended and Restated
Security Agreement, dated as of February 11, 2005 (as amended, restated, renewed, extended,
replaced, supplemented, substituted or otherwise modified from time to time, the “Security
Agreement”); and



     WHEREAS, the Lenders, the Agent, the Borrowers and the other Obligated Parties have agreed to
modify the terms of the Loan Agreement, Security Agreement and the other Loan Documents as set
forth in this Amendment.



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



     1.      Definitions. Terms used in this Amendment which are capitalized and not otherwise defined
herein shall have the meanings ascribed to such terms in the Loan Agreement.



     2.      Modifications To Loan Agreement. The Loan Agreement is hereby modified as



 









 




follows:




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



          (i)      The definition of “Applicable Margin” is hereby amended in its entirety as
follows:




          ““Applicable Margin” means as of the Amendment No. 2 Effective Date,




          (a)      with respect to Base Rate Loans and all other Obligations, 0% per annum,
and




          (b)      with respect to LIBOR Loans, 1.25% per annum




          in each case subject to adjustment from time to time thereafter to the
applicable margin specified corresponding to the Consolidated Senior Leverage Ratio,
as set forth below, respectively:



	 	 	 	 	 	 	 	 	 
	Consolidated Senior	 	LIBOR Rate	 	 	Base Rate	 
	Leverage Ratio	 	Loans	 	 	Loans	 
	> 4.0:1.0
	 	 	1.75	%	 	 	0.0	 
	> 3.0:1.0,but < 4.0:1.0
	 	 	1.50	%	 	 	0.0	 
	> 2.0:1.0, but < 3.0:1.0
	 	 	1.25	%	 	 	0.0	 
	< 2.0:1.0
	 	 	1.00	%	 	 	0.0	 







          For the purpose of determining any such adjustments to the Applicable Margin,
the Consolidated Senior Leverage Ratio, shall be calculated for a four fiscal
quarter period of Holdings and established by the first day of the second month
following the end of each fiscal quarter of Holdings, beginning with the fiscal
quarter ending March 31, 2006 (the first adjustment will be for the month commencing
May 1, 2006). If an Event of Default exists at the time any reduction in the
Applicable Margin is to be implemented, such reduction shall not occur until the
first day of the calendar month following the date on which such Event of Default is
no longer continuing.”



          (ii)      The definition of “Fee Letter” is hereby amended in its entirety as follows:




          ““Fee Letter” means that certain letter agreement dated as of February
11, 2005 among the Borrowers, the other Obligated Parties, the Syndication Agent and
the Agent, as supplemented by the Supplemental Fee Letter.”



          (iii)      The definition of “Letter of Credit Subfacility” is hereby amended and restated
in its entirety as follows:




          ““Letter of Credit Subfacility” means $20,000,000.”



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          (iv)      The definition of “Stated Termination Date” is hereby amended and restated in its
entirety as follows:




          ““Stated Termination Date” means October ___, 2010.”



          (v)      The following definition(s) are hereby added to Section 1.01 of the Loan Agreement:




          ““Amendment No. 2 Effective Date” means October ___, 2005.”




          ““Supplemental Fee Letter” means that certain Supplemental Fee Letter
dated as of the Amendment No. 2 Effective Date among the Borrowers, the other
Obligated Parties and the Agent.”



     (b)      Section 2.13 of the Loan Agreement is hereby amended and restated in its entirety as
follows:




          “(a)      Unused Line Fee. Subject to Section 9.14, until the Revolving
Loans have been paid in full and this Agreement and the Commitments are terminated,
the Borrowers agree to pay to the Agent, for the account of the Lenders in
accordance with their respective Pro Rata Shares, on the first day of each calendar
quarter (commencing October 1, 2005) and on the Termination Date, an unused line fee
(the “Unused Line Fee”) equal to (i) if, as of the beginning of any fiscal calendar
quarter, the Consolidated Senior Leverage Ratio (calculated for a four fiscal
quarter period of Holdings and determined as of the last day of the immediately
preceding fiscal calendar quarter) is equal to or greater than 4.0:1.0,
three-eighths of one percent (.375%) per annum, multiplied by the amount by which
the Maximum Revolver Amount exceeded the sum of the average daily Aggregate Revolver
Outstandings during the immediately preceding calendar quarter or shorter period if
calculated for the first calendar quarter following the Amendment No. 2 Effective
Date or on the Termination Date, or (ii) if, as of the beginning of any fiscal
calendar quarter, the Consolidated Senior Leverage Ratio (calculated for a four
fiscal quarter period of Holdings and determined as of the last day of the
immediately preceding fiscal calendar quarter) is less than 4.0:1.0, one-quarter of
one percent (.25%) per annum, multiplied by the amount by which the Maximum Revolver
Amount exceeded the sum of the average daily Aggregate Revolver Outstandings during
the immediately preceding calendar quarter or shorter period if calculated for the
first calendar quarter following the Amendment No. 2 Effective Date or on the
Termination Date. Subject to Section 9.14, the Unused Line Fee shall be computed on
the basis of a 360 day year for the actual number of days elapsed. For purposes of
calculating the Unused Line Fee pursuant to this Section 2.13, any payment received
by the Agent (if received prior to 12:00 noon (Chicago, Illinois time)) shall be
deemed to be credited to the Borrowers’ Loan Account on the Business Day such
payment is received by the Agent.”




          (c)      The Loan Agreement is hereby amended by adding the following new Section



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2.14 immediately following Section 2.13:





          “2.14 Increase of Revolver Amount.




          (a)      ACL, on behalf of the Borrowers, may at any time deliver a written request
to Agent to increase the Maximum Revolver Amount. Any such written request shall
specify the amount of the increase in the Maximum Revolver Amount that Borrowers are
requesting, provided, that, (i) in no event shall the aggregate amount of any such
increase in the Maximum Revolver Amount cause the Maximum Revolver Amount to exceed
$350,000,000, (ii) such request shall be for an increase of not less than
$50,000,000, (iii) any such request shall be irrevocable, and (iv) in no event shall
more than one such written request be delivered to Agent in any year. At the time
of the sending of such notice, ACL (in consultation with the Agent) shall specify
the time period within which each Lender is requested to respond (which shall in no
event be less than thirty (30) Business Days from the date of delivery of such
notice to the Lenders).




          (b)      Upon the receipt by Agent of any such written request, Agent shall promptly
notify each of the Lenders of such request and each Lender shall have the option
(but not the obligation) to increase the amount of its Commitment by an amount up to
its Pro Rata Share of the amount of the increase in the Maximum Revolver Amount
requested by ACL as set forth in the notice from Agent to such Lender. Each Lender
shall notify Agent within the agreed upon time period after the receipt of such
notice from Agent whether it is willing to so increase its Commitment, and if so,
the amount of such increase; provided, that, no Lender shall be obligated to provide
such increase in its Commitment and the determination to increase the Commitment of
a Lender shall be within the sole and absolute discretion of such Lender. If the
aggregate amount of the increases in the Commitments received from the Lenders does
not equal or exceed the amount of the increase in the Maximum Revolver Amount
requested by ACL, Agent may seek additional increases from Lenders or Commitments
from such Eligible Assignees as it may determine, after consultation with ACL. In
the event Lenders (or Lenders and any such Eligible Assignees, as the case may be)
have committed in writing to provide increases in their Commitments or new
Commitments in an aggregate amount in excess of the increase in the Maximum Revolver
Amount requested by ACL or permitted hereunder, Agent shall then have the right to
allocate such commitments, first to Lenders and then to Eligible Assignees, in such
amounts and manner as Agent may determine, after consultation with ACL.




          (c)      The Maximum Revolver Amount shall be increased by the amount of the
increase in Commitments from Lenders or new Commitments from Eligible Assignees, in
each case selected in accordance with Section 2.14(a) above, for which Agent has
received acceptances thirty (30) days after the date of the request by ACL for the
increase or such earlier date as Agent and ACL may agree (but subject to the
satisfaction of the conditions set forth below), whether or not the aggregate amount
of the increase in Commitments and new Commitments,



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as the case may be, equal or exceed the amount of the increase in the Maximum
Revolver Amount requested by ACL in accordance with the terms hereof, effective on
the date that each of the following conditions have been satisfied:




          (i)      Agent shall have received from each Lender or Eligible Assignee that is
providing an additional Commitment as part of the increase in the Maximum Revolver
Amount, an Assignment and Acceptance duly executed by such Lender or Eligible
Assignee and each Borrower, provided, that, the aggregate Commitments set forth in
such Assignment and Acceptance(s) shall be not less than the requested increase in
the Maximum Revolver Amount;




          (ii)      the conditions precedent to the making of Revolving Loans set forth in
Section 4.02 of the Loan Agreement shall be satisfied as of the date of the increase
in the Maximum Revolver Amount, both before and after giving effect to such
increase;




          (iii)      Agent shall have received an opinion of counsel to Borrowers in form and
substance and from counsel reasonably satisfactory to Agent and Lenders addressing
such matters as Agent may reasonably request (including an opinion as to no
conflicts with other Indebtedness);




          (iv)      such increase in the Maximum Revolver Amount on the date of the
effectiveness thereof shall not violate any applicable law, regulation or order or
decree of any court or other Governmental Authority and shall not be enjoined,
temporarily, preliminarily or permanently; and




          (v)      there shall have been paid to the Agent and each Lender (including any
Eligible Assignee delivering an Assignment and Acceptance as provided for above)
providing an additional Commitment in connection with such increase in the Maximum
Revolver Amount all fees and expenses due and payable to such Person pursuant to
Section 9.04 of the Loan Agreement.




          (d)      This Section shall supersede any provisions in Section 9.03 to the
contrary.




          (e)      As of the effective date of any such increase in the Maximum Revolver
Amount, each reference to the term Maximum Revolver Amount herein, and in any of the
other Loan Documents shall be deemed amended to mean the amount of the Maximum
Revolver Amount specified in the most recent written notice from Agent to ACL of the
increase in the Maximum Revolver Amount.”



     (d)      Clause (c) of Section 5.04 of the Loan Agreement is hereby amended and restated in its
entirety as follows:




          “(c)      commencing with the first fiscal month after the month in which Unused
Availability on any date falls below $40,000,00, as soon as practicable, but in no
event later than 30 days after the end of each fiscal month of



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Holdings (other than any fiscal month which is also the end of a fiscal quarter
for Holdings), monthly unaudited consolidated balance sheets of Holdings and its
Subsidiaries and related consolidated statements of earnings and cash flows of the
Holdings and its Subsidiaries for the prior fiscal month and the then elapsed
portion of the fiscal quarter, fairly presenting the financial condition and results
of operations of the Holdings and its Subsidiaries on a consolidated basis in
accordance with GAAP, subject to normal year-end audit adjustments and the absence
of footnotes; provided, however, that if Unused Availability is greater than
$75,000,000 for more than 30 consecutive days and no Event of Default exists and is
continuing, then the Obligated Parties may cease delivering monthly financials under
this clause (c) unless Unused Availability again falls below $40,000,000.”



     (e)      Clause (a) of Section 5.06 of the Loan Agreement is hereby amended and restated in its
entirety as follows:




          “(a) so long as no Event of Default exists and Unused Availability is greater
than $75,000,000, to visit and inspect the financial records and the Collateral of
the Obligated Parties or any Subsidiary one (1) time per fiscal year at reasonable
times and upon reasonable notice; after an Event of Default or if Unused
Availability is $75,000,000 or less to visit and inspect the financial records and
the Collateral of the Obligated Parties or any Subsidiary as often and at such times
as Agent and Lenders elect,”



     (f)      Clause (c) of Section 5.06 of the Loan Agreement is hereby amended and restated in its
entirety as follows:




          “(c) to conduct evaluations and appraisals of (i) the Borrowers’ practices in
the computation of the Borrowing Base and (ii) the assets included in the Borrowing
Base (except that Lender shall conduct a Vessel Appraisal if and only if an Event of
Default exists and is continuing or if Unused Availability is $75,000,000 or less
for three (3) days during any calendar month) and, in connection with the foregoing,
to pay the reasonable fees and expenses in connection therewith,”



     (g)      Clause (c) of Section 6.01 of the Loan Agreement is hereby amended to delete therefrom the
reference to “$3,000,000” and to replace therefor a reference to “$7,500,000”.



     (h)      Clause (f) of Section 6.01 of the Loan Agreement is hereby amended to delete therefrom the
reference to “$1,000,000” and to replace therefor a reference to “$20,000,000”.



     (i)      Clause (l) of Section 6.01 of the Loan Agreement is hereby amended to delete therefrom the
reference to “$1,000,000” and to replace therefor a reference to “$20,000,000”.



     (j)      Clause (n) of Section 6.02 of the Loan Agreement is hereby amended to



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     delete therefrom the reference to “$1,000,000” and to replace therefor a reference to
“$20,000,000”.



     (k)      Clause (l) of Section 6.03 of the Loan Agreement is hereby amended to delete therefrom the
reference to “$3,500,000” and to replace therefor with the following: “if Unused Availability is
greater than or equal to $40,000,000, $25,000,000; if Unused Availability is less than $40,000,000,
$15,000,000. Notwithstanding the forgoing, if at the time Unused Availability falls below
$40,000,000 and there are Investments in excess of $15,000,000 outstanding which were previously
permitted under this Section, then the existence of such Investments which were previously
permitted shall not cause a Default or an Event of Default unless for a ninety (90) consecutive day
period, Unused Availability is less than $40,000,000 and the outstanding Investments exceeds
$15,000,000.”



     (l)      Clause (b) of Section 6.04 of the Loan Agreement is hereby amended and restated in its
entirety as follows:




          “(b) Neither the Obligated Parties nor any Subsidiary shall engage in any
Asset Sale otherwise permitted under paragraph (a) above unless (1) such Asset Sale
is for consideration at least 85% of which is cash, (2) such consideration is at
least equal to the fair market value of the assets being sold, transferred, leased
or disposed of, and (3) the value (which shall be equal to the amount which the
Lenders would advance against such assets being sold pursuant to the terms of this
Agreement) of all assets sold, transferred, leased or disposed of pursuant to this
paragraph (b) shall not exceed $20,000,000 in any fiscal year (“Annual Cap”);
provided, that the provisions of this Section 6.04(b) shall not apply to Asset Sales
permitted by clauses (A) and (B) of Section 6.04(a)(iii) and the limitations set
forth in Section 6.04(b)(iii) shall not apply to the sale by any Obligated Party of
its Equity Interests in any non-Domestic Subsidiaries or any Asset Sales by any
non-Domestic Subsidiary. Any portion of the Annual Cap not used in any fiscal year
shall not be permitted to be carried over to any subsequent fiscal year.”



     (m)      Section 6.04 of the Loan Agreement is hereby amended by adding the following new Section
6.04(c) immediately following Section 6.04(b):




          “(c) Permitted Acquisitions. Notwithstanding anything to the contrary
contained in the Loan Agreement, so long as no Default or Event of Default has
occurred and is continuing and shall not have occurred after giving effect to any of
the transactions otherwise permitted pursuant to this Section 6.04(c), Holdings or
any of its Subsidiaries may acquire all or a substantial part of the assets or
property or Equity Interests of any Person or any business unit or division of any
Person (the “Target”), subject to the satisfaction of each of the following
conditions (in each case, a “Permitted Acquisition”):




          (i) Agent shall have received at least 15 Business Days’ prior written notice
of such proposed Permitted Acquisition, which notice shall include



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a reasonably detailed description of such proposed Permitted Acquisition or
shall include a copy of the acquisition agreement;




          (ii) the Target’s assets shall only comprise a business of the type engaged in
by Borrowers as of the date hereof or ancillary businesses reasonably related to, or
strategically important to, the business engaged in by Borrowers as of the date
hereof; provided however that the Accounts, Inventory, Equipment and Vessels of the
Target shall not be included in the Borrowing Base without the prior written consent
of Agent;




          (iii) (A) if the Borrowers, after giving effect to the Permitted Acquisition,
shall have pro forma Unused Availability of not less than $25,000,000 for the twelve
(12) months following the date of the Permitted Acquisition, as determined by the
Chief Financial Officer or Treasurer of ACL, the calculation of which shall be
reasonably acceptable to Agent, then the total cash and noncash consideration
(including, without limitation, assumption of Indebtedness) for all Permitted
Acquisitions during each fiscal year shall not exceed $50,000,000 in the aggregate;
and (B) if the Borrowers, after giving effect to the Permitted Acquisition, shall
have (y) a pro forma projected Consolidated Senior Leverage Ratio of less than
4.25:1.0 as of the last day of each of the four (4) fiscal quarters following the
date of the Permitted Acquisition and (z) pro form Unused Availability of not less
than $40,000,000 during the twelve (12) month period following the date of the
Permitted Acquisition, in each case, as determined by the Chief Financial Officer or
Treasurer of ACL, the calculation of which shall be reasonably acceptable to Agent,
then the total cash and noncash consideration (including, without limitation,
assumption of Indebtedness) for all Permitted Acquisitions shall not be limited;




          (iv) concurrently with the closing of any Permitted Acquisition, Agent will be
granted a first priority perfected security interest in and lien on (subject to
security interests and liens permitted pursuant to Section 9.8 of the Loan
Agreement) all assets acquired by a Borrower or Guarantor as of the date of such
Permitted Acquisition or the capital stock of the Target on the same terms and
conditions as set forth in Security Agreement or Pledge Agreement, as applicable,
and the Target shall have executed such documents and taken such actions as may be
reasonably required by Agent in connection therewith;




          (v) concurrently with delivery of the notice referred to in clause (i) above,
Borrowers shall have delivered to Agent, in form and substance reasonably
satisfactory to Agent, a pro forma consolidated balance sheet, income statement and
cash flow statement of Holdings and its Subsidiaries giving effect to such Permitted
Acquisition, based on Holding’s most recent quarterly financial statements and on
assumptions believed by the Borrowers to be reasonable at the time made;




          (vi) on or prior to the date of such Permitted Acquisition, Agent shall have
received copies of the acquisition agreement, related agreements and



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instruments, opinions, certificates, lien search results and other documents
reasonably requested by Agent; and




          (vii) concurrently with consummation of the Permitted Acquisition, ACL shall
have delivered to Agent a certificate stating that the conditions set forth in
clauses (i) through (iv) above have been satisfied and that ACL has delivered to the
Agent the documents requested in clauses (v) and (vi) above.”



     (n)      Clause (a) of Section 6.05 of the Loan Agreement is hereby amended and restated in its
entirety as follows:




          “(a) Declare or pay, directly or indirectly, any dividend or make any other
distribution (by reduction of capital or otherwise), whether in cash, property,
securities or a combination thereof, with respect to any of its Equity Interests
(other than non-cash distributions of restricted Equity Interests in any Obligated
Party or any options to purchase Equity Interests in any Obligated Party granted to
any employees or directors of any Obligated Party) or directly or indirectly redeem,
purchase, retire or otherwise acquire for value (or permit any Subsidiary to
purchase or acquire) any of its Equity Interest or set aside any amount for any such
purpose; provided, however, that after the Amendment No. 2
Effective Date, (i) any Borrower or Guarantor may, during any fiscal year, declare
and pay dividends or make other distributions ratably to its shareholders of up to
$25,000,000 in the aggregate provided that as of the date that any such dividend or
distribution is declared and paid (A) no Default or Event of Default exists and is
continuing or would exist after giving effect to any such dividend or distribution,
(B) Agent and Lenders have received the financial statements required to be
delivered under Section 5.04(a) (the “Audited Financial Statements”) for the
immediately preceding fiscal year, (C) for the thirty (30) consecutive day period
immediately prior to such date and after giving effect to any such dividend or
distribution, Borrowers have Unused Availability of not less than $25,000,000, (D)
after giving effect to such dividend or distribution, the aggregate amount of such
dividends and distributions during such fiscal year shall not be greater than
$25,000,000, and (E) after giving effect to such dividend or distribution, Borrowers
shall have pro forma Unused Availability of not less than $25,000,000 during the
twelve (12) months following the date of such dividend or distribution, as
determined by the Chief Financial Officer or Treasurer of ACL, the calculation of
which shall be reasonably acceptable to Agent, and (ii) any Borrower or Guarantor
may declare and pay dividends or make other distributions ratably to its
shareholders and without limitation as to amount provided that as of the date that
any such dividend or distribution is declared and paid (A) no Default or Event of
Default exists and is continuing or would exist after giving effect to any such
dividend or distribution, (B) Agent and Lenders have received the Audited Financial
Statements for the immediately preceding fiscal year, (C) for the thirty (30)
consecutive day period immediately prior to such date and after giving effect to any
such dividend or distribution, Borrowers have Unused Availability of not less than
$50,000,000, and (D) after giving effect to such



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dividend or distribution, Borrowers shall have pro forma Unused Availability of
not less than $50,000,000 during the twelve (12) months following the date of such
dividend or distribution and shall have pro forma Consolidated Senior Leverage Ratio
of not greater than 4.25:1.0 as of the last day of each of the four (4) fiscal
quarters ending after the date such dividend or distribution, in each case, as
determined by the Chief Financial Officer or Treasurer of ACL, the calculations of
which shall be reasonably acceptable to Agent. In addition to and not in limitation
of the foregoing, so long as no Default or Event of Default exists and is
continuing, in the event that Non-U.S. Persons (as defined below) acquire Equity
Interests in any Obligated Party equal to or in excess of twenty-five (25%) percent,
in the aggregate, of such Obligated Party’s issued and outstanding Equity Interests,
such Obligated Party shall be permitted to repurchase all or some of the shares
acquired in the most recent trade(s) by Non-U.S. Persons until such time as, after
giving effect to such repurchase, such Non-U.S. Persons’ Equity Interests in such
Obligated Party is between 24% and 25%, in the aggregate, of the Equity Interests of
such Obligated Party. As used herein, “Non-U.S. Persons” shall mean any Person that
is not a “United States person” as defined under Section 7701(a)(30) of the Code.”



     (o)      Clause (D) of Section 6.08(b) of the Loan Agreement is hereby amended and restated in its
entirety as follows:




     “(D) in addition to the prepayments permitted to be made with proceeds of the
Holdings initial public offering pursuant to the letter agreement Re: Consent to
Senior Notes Prepayment dated as of July 1, 2005 among Obligated Parties and Agent,
from and after the Amendment No. 2 Effective Date (1) Obligated Parties may prepay
principal Indebtedness under the Maritime Lien Notes or the Senior Notes in an
aggregate amount not to exceed $25,000,000 per annum provided that (v) ACL provides
Agent with ten (10) days prior written notice of any intended payment and as of the
date of any such payment, (w) no Default or Event of Default exists and is
continuing or would exist after giving effect to any such dividend or distribution,
(x) for the thirty (30) consecutive day period immediately prior to such date and
after giving effect to any such payment, Borrowers have Unused Availability of not
less than $25,000,000, (y) after giving effect to such prepayment, the aggregate
amount of such prepayments for such year shall not be greater than $25,000,000, and
(z) after giving effect to such prepayment, Borrowers shall have pro forma Unused
Availability of not less than $25,000,000 for the twelve (12) months following the
date of such dividend or distribution, as determined by the Chief Financial Officer
or Treasurer of ACL, the calculation of which shall be reasonably acceptable to
Agent, and (2) Obligated Parties may prepay principal Indebtedness under the
Maritime Lien Notes or the Senior Notes without limitation as to amount provided
that (w) ACL provides Agent with ten (10) days prior written notice of any intended
payment and as of the date of any such payment, (x) no Default or Event of Default
exists and is continuing or would exist after giving effect to any such dividend or
distribution, (y) for the thirty (30) consecutive day period immediately prior to
such date and after giving effect to any such payment, Borrowers have Unused



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Availability of not less than $50,000,000, and (z) after giving effect to such
prepayment, Borrowers shall have pro forma Unused Availability of not less than
$50,000,000 during the twelve (12) months following the date of such prepayment and
pro forma Consolidated Senior Leverage Ratio of not greater than 4.25:1.0 as of the
last day of each of the four (4) fiscal quarters ending after the date of such
prepayment, in each case, as determined by the Chief Financial Officer or Treasurer
of ACL, the calculation of which shall be reasonably acceptable to Agent.”



     (p)      Section 6.09 of the Loan Agreement is hereby amended and restated in its entirety as
follows:




          “6.09 [Intentionally omitted].”



     (q)      Section 6.10 of the Loan Agreement is hereby amended and restated in its entirety as
follows:




          “6.10 [Intentionally omitted].”



     (r)      Section 6.11 of the Loan Agreement is hereby amended and restated in its entirety as
follows:




          “6.11 Consolidated Senior Leverage Ratio. In the event that Unused
Availability is less than $40,000,000 at any time, permit the Consolidated Senior
Leverage Ratio as of the end of any fiscal quarter thereafter to be in excess of
4.25:1.0; provided, however, that if Unused Availability is greater than $40,000,000
for more than 30 consecutive days and no Event of Default then exists, then the
Consolidated Senior Leverage Ratio shall then cease being tested under this Section
6.11 unless Unused Availability again falls below $40,000,000.”



     (s)      Clause (f) of Section 7.01 of the Loan Agreement is hereby amended to delete therefrom the
reference to “$2,500,000” and to replace therefore a reference to “$5,000,000”.



     (t)      Increase in Non-Ratable Loans. Notwithstanding anything to the contrary contained
in Section 8.14(a)(i), the Agent may on any Settlement Date permit Non-Ratable Loans in an
aggregate principal amount not to exceed Fifteen Million Dollars ($15,000,000) to remain
outstanding, while requiring Settlement of the other outstanding Non-Ratable Loans.



     3.      Modifications To Security Agreement.



     (a)      Section 4.13(a) of the Security Agreement is hereby amended to delete from the seventh
sentence thereof the clause “and withdrawals by such Grantor shall not be permitted.” and to
replace therefor the phrase “that Company may direct the disposition of funds in any lockbox or
Blocked Account until the Collateral Agent has delivered a Control Notice to the depository bank
(as defined below), and after the date on which the Collateral Agent notifies the depository bank
that it is withdrawing such Control Notice.



11









 





     (b)      Section 4.13(a) of the Security Agreement is further hereby amended to insert the
following paragraph to the end of such Section:



     “Notwithstanding anything to the contrary contained in the Security Agreement or any other
Loan Document, upon the occurrence and during the continuance of a Cash Dominion Trigger Event (as
defined below), Agent may deliver a Control Notice (as defined below)to the depository bank at
which the Blocked Account is maintained and Agent shall, at the request of Borrower, rescind such
Control Notice at such time that a Cash Dominion Trigger Event does not exist for a period of not
less than ninety (90) consecutive days. Each Obligated Party agrees that, from and after the date
on which Agent shall have delivered a Control Notice to the depository bank(s) at which the Blocked
Accounts are located and, until such time, if any, as such Control Notice is rescinded by Agent in
accordance with the immediately preceding sentence, all payments made to such Blocked Accounts or
other funds received and collected by Agent or any Lender, whether in respect of the Accounts
Receivables, as proceeds of Inventory or other Collateral or otherwise shall be treated as payments
to Agent and Lenders in respect of the Obligations and therefore shall constitute the property of
Agent and Lenders to the extent of the then outstanding Obligations. Neither Agent nor any Lender
assumes any responsibility for any Blocked Account arrangement, including without limitation, any
claim of accord and satisfaction or release with respect to deposits accepted by any bank
thereunder. Alternatively, upon the occurrence of a Cash Dominion Trigger Event, Agent may
establish depository accounts (collectively, the “Depository Accounts”) in the name of Agent at a
bank or banks for the deposit of such funds and Credit Parties shall deposit all proceeds of
Collateral or cause same to be deposited, in kind, in such Depository Accounts of Agent in lieu of
depositing same to the Blocked Accounts. As used in this Section 3, “Cash Dominion Trigger Event”
shall mean, as of any date of determination, (a) the occurrence and continuance of a Default or
Event of Default or (b) Unused Availability on such date being less than $40,000,000; and “Control
Notice” shall mean a written notice delivered instructing the depository bank at which the Blocked
Account is maintained to comply with instructions originated by Agent with respect to the deposit
account that is covered thereby without further consent of Borrower or any Guarantor.”



     4.      Acknowledgments. Each Obligated Party acknowledges and represents that:



     (a)      after giving effect to this Amendment, no Default or Event of Default under the Loan
Documents shall have occurred;



     (b)      as of the date of this Amendment, no default by the Lenders or the Agent in the
performance of their respective duties under the Loan Agreement, the Security Agreement or the
other Loan Documents has occurred;



     (c)      after giving effect to this Amendment, all representations and warranties contained herein
and in the Loan Documents are true and correct as though made on and as of the date of this
Amendment, except to the extent any such representation or warranty is made as of a specified date,
in which case such representation or warranty shall have been true and correct as of such date,
after giving effect to this Amendment,;



     (d)      all necessary actions and proceedings required by the Loan Agreement in connection with
this Amendment, applicable law or regulation and the transactions contemplated



12









 





thereby have been duly and validly taken in accordance with the terms thereof, and all
required consents thereto under any agreement, document or instrument to which the Obligated
Parties are a party, and all applicable consents or approvals of governmental authorities, have
been obtained; and



     (e)      this Amendment is a modification of an existing obligation and is not intended to be a
novation.



     5.      Continued Effectiveness of Loan Documents. Each of the Obligated Parties hereby (a)
confirms and agrees that each Loan Document to which it is a party is, and shall continue to be, in
full force and effect without any defense, claim, counterclaim, right or claim of set-off and is
hereby ratified and confirmed in all respects except that on and after the Amendment Effective Date
all references in any such Loan Document to “the Loan Agreement”, “thereto”, “thereof”,
“thereunder” or words of like import referring to the Loan Agreement or Security Agreement shall
mean the Loan Agreement or Security Agreement, as the case may be, as amended by this Amendment,
and (b) confirms and agrees that to the extent that any such Loan Document purports to assign or
pledge to Agent, or to grant to Agent a security interest in or lien on, any collateral as security
for the Obligations of the Obligated Parties from time to time existing in respect of the Loan
Agreement and the Loan Documents, such pledge, assignment and/or grant of the security interest or
lien is hereby ratified and confirmed in all respects.



     6.      Receipt of Proceeds of ACL, Inc. IPO. Within six (6) Business Days from the Amendment No.
2 Effective Date, ACL, Inc. shall have received the proceeds from an initial public offering of its
common stock, with such proceeds being used by the Borrowers to make the Senior Notes Prepayment as
provided for under the letter Re: Consent to Senior Notes Prepayment dated as of July 1, 2005 among
Obligated Parties and Agent, and to make a mandatory prepayment to Agent, for the benefit of
Lenders, in an amount of not less than $55,000,000. Agent shall apply such prepayment against the
Obligations in such order and manner as Agent may elect.



     7.      Conditions To Effectiveness. This Amendment shall become effective only upon satisfaction
in full of the following conditions precedent (the first date upon which all such conditions have
been satisfied being herein called the “Amendment Effective Date”):



     (a)      ACL, Inc. shall have completed an initial public offering of its common stock.



     (b)      No Event of Default shall have occurred and be continuing on the Amendment Effective Date
or result from this Amendment becoming effective in accordance with its terms.



     (c)      The Agent shall have received counterparts of this Amendment which bear the signatures of
the Borrowers, the Guarantors and the Agent on behalf of the Lenders.



     (d)      The Borrowers shall have paid to Agent, for itself, the Lenders or any other applicable
Credit Provider or Person, the fees due under and pursuant to the Supplemental Fee Letter.



     8.      Miscellaneous.



13









 





     (a)      The validity, interpretation and enforcement of this Amendment in any dispute arising out
of the relationship between the parties hereto, whether in contract, tort, equity or otherwise
shall be governed by the internal laws of the State of New York, without reference to the conflicts
of law principles thereof.



     (b)      This Amendment and the Loan Documents constitute the sole agreement of the parties with
respect to the subject matter thereof and supersede all oral negotiations and prior writings with
respect to the subject matter thereof. No amendment of this Amendment, and no waiver of any one or
more of the provisions hereof shall be effective unless set forth in writing and signed by the
parties hereto. This Amendment shall constitute a Loan Document for all purposes of the Loan
Agreement and the other Loan Documents.



     (c)      The illegality, unenforceability or inconsistency of any provision of this Amendment or
any Loan Document shall not in any way affect or impair the legality, enforceability or consistency
of the remaining provisions of this Amendment or the Loan Documents.



     (d)      This Amendment and the Loan Documents are intended to be consistent. However, in the
event of any inconsistencies among this Amendment and any of the Loan Documents, the terms of this
Amendment, then the Loan Agreement, shall control.



     (e)      At Agent’s request, the Obligated Parties shall execute and deliver such additional
documents and take such additional actions as Agent reasonably requests to effectuate the
provisions and purposes of this Amendment and to protect and/or maintain perfection of Agent’s and
Lenders’ security interests in and liens upon the Collateral.



     (f)      This Amendment shall be binding upon and inure to the benefit of each of the parties
hereto and their respective successors and assigns.



     (g)      This Amendment may be executed in any number of counterparts and by the different parties
on separate counterparts. Each such counterpart shall be deemed an original, but all such
counterparts shall together constitute one and the same agreement.



[SIGNATURE PAGES FOLLOW]




14









 





     IN WITNESS WHEREOF, the parties have entered into this Amendment on the date first above
written.



	 	 	 	 	 
	 	BORROWERS:





AMERICAN COMMERCIAL BARGE LINE LLC

AMERICAN COMMERCIAL LINES LLC

AMERICAN COMMERCIAL TERMINALS LLC

HOUSTON FLEET LLC

LOUISIANA DOCK COMPANY LLC

JEFFBOAT LLC

 	 
	 	 	 
	 	 	 
	 	 	 
	 



	 	 	 	 	 
	 	 	 
	 	By:  	
 	 
	 	Printed: 	 Christopher A. Black 	 
	 	Title:  	Senior Vice President and Chief Financial Officer 	 
	 



	 	 	 	 	 
	 	GUARANTORS:





ACBL LIQUID SALES LLC

ACL FINANCE CORP.

AMERICAN BARGE LINE COMPANY

AMERICAN COMMERCIAL LINES INC.

AMERICAN COMMERCIAL LINES INTERNATIONAL LLC

AMERICAN COMMERCIAL LOGISTICS LLC

AMERICAN COMMERCIAL TERMINALS—MEMPHIS LLC

COMMERCIAL BARGE LINE COMPANY

LEMONT HARBOR & FLEETING SERVICES LLC

ORINOCO TASA LLC

ORINOCO TASV LLC

 	 
	 	 	 
	 	 	 
	 	 	 
	 



	 	 	 	 	 
	 	 	 
	 	By:  	
 	 
	 	Printed: 	Christopher A. Black 	 
	 	Title:  	Senior Vice President and Chief Financial Officer 	 
	 



[SIGNATURES CONTINUED ON NEXT PAGE]




 









 








[SIGNATURES CONTINUED FROM PREVIOUS PAGE]




	 	 	 	 	 
	 	ADMINISTRATIVE AGENT AND COLLATERAL AGENT:





BANK OF AMERICA, N. A.,

 	 
	 	By:  	 	 
	 	Name:  	 	 
	 	Title:  	 	 
	 



 




 




[SIGNATURES OF LENDERS FOLLOW]




 









 








	 	 	 	 	 
	 	BANK OF AMERICA, N.A.

 	 
	 	By:  	 	 
	 	Name:  	 	 
	 	Title:  	 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	MERRILL LYNCH CAPITAL,

a division of Merrill Lynch Business Financial

Services Inc.

 	 
	 	By:  	 	 
	 	Name:  	 	 
	 	Title:  	 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	THE CIT GROUP/BUSINESS CREDIT, INC.

 	 
	 	By:  	 	 
	 	Name:  	 	 
	 	Title:  	 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	WELLS FARGO FOOTHILL, LLC

 	 
	 	By:  	 	 
	 	Name:  	 	 
	 	Title:  	 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	UBS LOAN FINANCE LLC

 	 
	 	By:  	 	 
	 	Name:  	 	 
	 	Title:  	 	 
	 
	 	 	 
	 	By:  	
 	 
	 	Name:  	 	 
	 	Title:  	 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	NATIONAL CITY BUSINESS CREDIT, INC.

 	 
	 	By:  	 	 
	 	Name:  	 	 
	 	Title:  	 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	WACHOVIA BANK, NATIONAL ASSOCIATION

 	 
	 	By:  	 	 
	 	Name:  	 	 
	 	Title:  	 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	GENERAL ELECTRIC CAPITAL CORPORATION

 	 
	 	By:  	 	 
	 	Name:  	 	 
	 	Title:  	 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	JPMORGAN CHASE BANK, N.A.

 	 
	 	By:  	 	 
	 	Name:  	 	 
	 	Title:  	 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	LASALLE BUSINESS CREDIT LLC

 	 
	 	By:  	 	 
	 	Name:  	 	 
	 	Title: