American Commercial Lines Llc Sample Contracts

American Commercial Lines Llc – AMERICAN COMMERCIAL LINES LLC PRESS RELEASE (January 31st, 2003)

EXHIBIT 99.1 AMERICAN COMMERCIAL LINES LLC PRESS RELEASE AMERICAN COMMERCIAL LINES LLC FILES TO REORGANIZE UNDER CHAPTER 11 Normal Business Operations Continue Company Receives Commitment for up to $75 Million in DIP Financing from a group led by JPMorgan Chase Bank JEFFERSONVILLE, INDIANA - January 31, 2003 - American Commercial Lines LLC ("ACL" or the "Company") today announced that it has filed a petition with the U.S. Bankruptcy Court for the Southern District of Indiana, New Albany Division, to reorganize under Chapter 11 of the U.S. Bankruptcy Code. The Company said that it filed to reorganize its capital and debt structure in an orderly fashion while continuing normal business operations. Included in the filing are ACL, ACL's parent American Commercial Lines Holdings LLC, American Commercial Barge Line LLC, Jeffboat LLC

American Commercial Lines Llc – PRESS RELEASE (January 2nd, 2003)

EXHIBIT 99.1 PRESS RELEASE AMERICAN COMMERCIAL LINES LLC REVIEWS DEBT RESTRUCTURING OPTIONS JEFFERSONVILLE, INDIANA, December 31, 2002 - American Commercial Lines LLC ("ACL") announced today that, as required under its senior credit facility, ACL submitted a financial restructuring plan to its senior lenders on December 27, 2002. ACL has been in discussions with its lenders to explore financial restructuring alternatives. While discussions are ongoing, ACL has elected not to make interest payments and utilize the 30-day grace period with respect to the $7.7 million interest payment due on its 11 1/4 percent senior notes and the $0.3 million interest payment due on its 10 1/4 percent senior notes. These interest payments were scheduled for December 31, 2002. To assist in evaluating its financial restructuring alternatives, ACL has retained Richard Weingarten & Comp

American Commercial Lines Llc – Contract (November 12th, 2002)

AMENDMENT No. 1 and AGREEMENT dated as of September 27, 2002 (this “Amendment”), to the Amended and Restated Credit Agreement dated as of April 11, 2002 (the “Credit Agreement”), among AMERICAN COMMERCIAL LINES LLC, a Delaware limited liability company (the “Borrower”), AMERICAN COMMERCIAL LINES HOLDINGS LLC, a Delaware limited liability company (“Holdings”), the LENDERS (as defined in the Credit Agreement), and JPMORGAN CHASE BANK, a New York banking corporation, as issuing bank (in such capacity, the “Issuing Bank”), as administrative agent (in such capacity, the “Administrative Agent”), as security trustee (in such capacity, the “Security Trustee”) and as collateral agent (in such capacity, the “Collateral Agent”) for the Lenders.

American Commercial Lines Llc – RELEASE AND WAIVER OF EMPLOYMENT AND (November 12th, 2002)

Exhibit 10.3 RELEASE AND WAIVER OF EMPLOYMENT AND TERMINATION OF EMPLOYMENT CLAIMS This Release and Waiver of Employment and Termination of Employment Claims (hereinafter the "Release") is made and entered into by Michael A. Khouri (hereinafter the "Khouri"), in favor of American Commercial Barge Line LLC, a Delaware limited liability company with a business address of 1701 East Market Street, Jeffersonville, Indiana 47130 and all parent, related, affiliated and subsidiary companies, and all their predecessors, successors, employees, officers, directors, interest holders, representatives, assigns, agents, insurers and employee benefit programs and the trustees, administrators, fiduciaries and insurers of such benefit programs (collectively, the "Company"). RECITALS (1) The Company and Khouri have mutually agreed tha

American Commercial Lines Llc – FIRST AMENDMENT TO RECEIVABLES PURCHASE AGREEMENT (November 12th, 2002)

Exhibit 10.2 FIRST AMENDMENT TO RECEIVABLES PURCHASE AGREEMENT THIS FIRST AMENDMENT TO THE RECEIVABLES PURCHASE AGREEMENT, dated as of November 11, 2002 (this "Amendment"), is entered into by AMERICAN COMMERCIAL LINES FUNDING CORPORATION, as seller (the "Seller"), AMERICAN COMMERCIAL BARGE LINE LLC ("ACBL"), individually and as servicer (the "Servicer"), the financial institutions from time to time party to the Receivables Purchase Agreement as bank investors (the "Bank Investors"), JUPITER SECURITIZATION CORPORATION, (the "Company" and together with the Bank Investors, the "Purchasers" and each a "Purchaser"), and BANK ONE, NA (Main Office Chicago), as Agent for the Purchasers (in such capacity, the "Agent"). R E C I T A L S - - - - - - - - A. The Seller, ACBL, the Servicer, the Purchasers and the Agent are parti

American Commercial Lines Llc – RECEIVABLES SALE AGREEMENT (August 14th, 2002)

EXHIBIT 10.4 EXECUTION COPY RECEIVABLES SALE AGREEMENT DATED AS OF MAY 24, 2002 BETWEEN AMERICAN COMMERCIAL BARGE LINE LLC as an Originator AMERICAN COMMERCIAL TERMINALS LLC as an Originator AND AMERICAN COMMERCIAL LINES FUNDING CORPORATION as Buyer TABLE OF CONTENTS PAGE ARTICLE I AMOUNTS AND TERMS OF THE PURCHASE ........................... 2 Section 1

American Commercial Lines Llc – Credit Agreement (August 14th, 2002)

EXHIBIT 10.2 EXHIBIT A -------------------------------------------------------------------------------- AMERICAN COMMERCIAL LINES LLC AMERICAN COMMERCIAL LINES HOLDINGS LLC Credit Agreement Dated as of June 30, 1998, as Amended and Restated as of April 11, 2002 J.P. Morgan Securities Inc. as Arranger JPMorgan Chase Bank as Administrative Agent -------------------------------------------------------------------------------- [JPMORGAN LOGO] -------------------------------------------------------------------------------- TABLE OF CONTENTS

American Commercial Lines Llc – AMENDMENT OF THE SUPPLEMENTAL SAVINGS PLAN (August 14th, 2002)

EXHIBIT 10.8 AMENDMENT OF THE SUPPLEMENTAL SAVINGS PLAN FOR ELIGIBLE EXECUTIVES OF AMERICAN COMMERCIAL LINES LLC WHEREAS, American Commercial Lines LLC (the "Sponsor") maintains the Supplemental Savings Plan for Eligible Executives of American Commercial Lines LLC (as amended, the "Plan"); and WHEREAS, pursuant to Article 7 of the Plan, the Board of Managers of American Commercial Lines Holdings LLC has the right to amend the Plan; and WHEREAS, the Board of Managers of American Commercial Lines Holdings LLC deems it advisable to amend the Plan; NOW, THEREFORE, the Plan is hereby amended, effective May 22, 2002, as follows: 1. Section 6.9 of the Plan, entitled "Change of Control," shall not be effective with respect to the transactions contemplated by that certain Recapitalization Agreement, dated as of

American Commercial Lines Llc – RECEIVABLES PURCHASE AGREEMENT (August 14th, 2002)

EXHIBIT 10.3 EXECUTION COPY RECEIVABLES PURCHASE AGREEMENT dated as of May 24, 2002 Among AMERICAN COMMERCIAL LINES FUNDING CORPORATION, as Seller, AMERICAN COMMERCIAL BARGE LINE LLC, as Servicer, JUPITER SECURITIZATION CORPORATION, as a Purchaser, and THE FINANCIAL INSTITUTIONS FROM TIME TO TIME PARTY HERETO, as Purchasers and BANK ONE, NA (MAIN OFFICE CHICAGO) as Agent TABLE OF CONTENTS Page

American Commercial Lines Llc – OF THE SPECIAL RETIREMENT PLAN (August 14th, 2002)

EXHIBIT 10.7 AMENDMENT OF THE SPECIAL RETIREMENT PLAN OF AMERICAN COMMERCIAL LINES LLC WHEREAS, American Commercial Lines LLC (the "Sponsor") maintains the Special Retirement Plan of American Commercial Lines LLC (as amended, the "Plan"); and WHEREAS, pursuant to Article 7 of the Plan, the Sponsor has the right to amend the Plan; and WHEREAS, the Sponsor deems it advisable to amend the Plan; NOW, THEREFORE, the Plan is hereby amended, effective May 22, 2002, as follows: 1. Article 10 of the Plan, entitled "Change of Control," shall not be effective with respect to the transactions contemplated by that certain Recapitalization Agreement, dated as of March 15, 2002, by and among Danielson Holding Corporation, American Commercial Lines Holdings LLC, American Commercial Lines LLC)

American Commercial Lines Llc – RECAPITALIZATION AGREEMENT (June 10th, 2002)

EXECUTION COPY FIRST AMENDMENT TO RECAPITALIZATION AGREEMENT by and among DANIELSON HOLDING CORPORATION, a Delaware corporation, ACLH ACQUISITION LLC, a Delaware limited liability company, AMERICAN COMMERCIAL LINES HOLDINGS LLC, a Delaware limited liability company, AMERICAN COMMERCIAL LINES LLC, a Delaware limited liability company, each of the Preferred Unitholders signatory hereto, each of the Management Unitholders signatory hereto, and each of the Consenting Common Unitholders signatory hereto.

American Commercial Lines Llc – SOLICITATION OF RELEASES, CONSENTS TO INDENTURE AMENDMENTS AND (April 19th, 2002)

Exhibit 99.1 FOR IMMEDIATE RELEASE AMERICAN COMMERCIAL LINES LLC LAUNCHES EXCHANGE OFFER AND SOLICITATION OF RELEASES, CONSENTS TO INDENTURE AMENDMENTS AND ACCEPTANCES OF A PLAN OF REORGANIZATION JEFFERSONVILLE, IN. -- April 16, 2002 -- American Commercial Lines LLC (ACL) today announced that on April 15, 2002 it commenced an offer to the holders of its outstanding senior notes to exchange new 11 1/4% cash pay senior notes due January 1, 2008 and new 12% pay-in-kind senior subordinated notes due July 1, 2008 for its outstanding 10 1/4% senior notes due June 30, 2008. In connection with the exchange offer, ACL is also soliciting its noteholders to (1) become a party to, and a beneficiary of, a mutual release, (2) consent to amendments to the indenture for its outstanding 10 1/4% senior notes and (3) accept a plan of reorganization. The exchange

American Commercial Lines Llc – FORBEARANCE AGREEMENT (March 28th, 2002)

Exhibit 10.20 EXECUTION COPY FORBEARANCE AGREEMENT FORBEARANCE AGREEMENT (this "AGREEMENT") dated as of February 22, 2002, among AMERICAN COMMERCIAL LINES HOLDINGS LLC, a Delaware limited liability company ("HOLDINGS"), AMERICAN COMMERCIAL LINES LLC, a Delaware limited liability company and a wholly-owned subsidiary of Holdings (the "BORROWER"), those subsidiaries of the Borrower identified as a Subsidiary Guarantor on the Subsidiary Guarantor Signature Pages attached hereto (collectively with Holdings, the "GUARANTORS" and, together with the Borrower, the "CREDIT PARTIES"), the several banks and other financial institutions identified as Lenders on the Lender Signature Pages attached hereto (the "LENDERS" and, each individually, a "LENDER"), and JPMORGAN CHASE BANK (formerly known as The Chase Manhattan Ba

American Commercial Lines Llc – REACHES DEFINITIVE AGREEMENT TO (March 27th, 2002)

Exhibit 99.1 DANIELSON HOLDING CORPORATION REACHES DEFINITIVE AGREEMENT TO ACQUIRE AMERICAN COMMERCIAL LINES DANIELSON INTENDS TO LAUNCH A $42 MILLION RIGHTS OFFERING AT $5.00 PER SHARE TRANSACTION TO RECAPITALIZE, AND RESTRUCTURE OUTSTANDING DEBT OF, AMERICAN COMMERCIAL LINES JEFFERSONVILLE, IN/NEW YORK, NY - MARCH 18, 2002 - American Commercial Lines LLC (ACL) and Danielson Holding Corporation (AMEX:DHC) today announced the execution of a definitive recapitalization agreement on March 15, 2002 for the acquisition of ACL by Danielson. The holders of more than two thirds of ACL's outstanding senior notes, substantially all the indirect preferred and common members of ACL and the management of ACL have agreed to support the recapitalization plan. ACL's senior le

American Commercial Lines Llc – RECAPITALIZATION AGREEMENT (March 27th, 2002)

Exhibit 10.23 EXECUTION COPY ================================================================================ RECAPITALIZATION AGREEMENT by and among DANIELSON HOLDING CORPORATION, a Delaware corporation, AMERICAN COMMERCIAL LINES HOLDINGS LLC, a Delaware limited liability company, AMERICAN COMMERCIAL LINES LLC, a Delaware limited liability company, each of the Preferred Unitholders signatory hereto, and each of the Management Unitholders signatory hereto. Dated as of March 15, 2002 ==========================

American Commercial Lines Llc – Contract (March 29th, 2001)

AMENDMENT No. 4, CONSENT AND WAIVER dated as of October 13, 2000 (this "Amendment"), to the Credit Agreement dated as of June 30, 1998, as amended by Amendment No. 1 Waiver and Agreement dated as of January 29, 1999, Amendment and Waiver No. 2 dated as of December 13, 1999 and Consent and Waiver No. 3 dated as of June 1, 2000 (the "Credit Agreement"), among AMERICAN COMMERCIAL LINES LLC, a Delaware limited liability company (the "Borrower"), AMERICAN COMMERCIAL LINES HOLDINGS LLC, a Delaware limited liability company ("Holdings"), the LENDERS (as defined in the Credit Agreement), and THE CHASE MANHATTAN BANK, a New York banking corporation ("Chase"), as issuing bank (in such capacity, the "Issuing Bank"), as administrative agent (in such capacity, the "Administrative Agent"), as security trustee (in such capacity, the "Security Trustee") and as collateral agent (in such capacity, the "Collateral Agent") for the Lenders.

American Commercial Lines Llc – Contract (March 29th, 2001)

CONSENT AND WAIVER No. 3 dated as of June 1, 2000 (this "Consent and Waiver"), to the Credit Agreement dated as of June 30, 1998, as amended by Amendment No. 1, Waiver and Agreement dated as of January 29, 1999 and Amendment and Waiver No. 2, dated as of December 13, 1999 (the "Credit Agreement"), among AMERICAN COMMERCIAL LINES LLC, a Delaware limited liability company (the "Borrower"), AMERICAN COMMERCIAL LINES HOLDINGS LLC, a Delaware limited liability company ("Holdings"), the LENDERS (as defined in the Credit Agreement), and THE CHASE MANHATTAN BANK, a New York banking corporation ("Chase"), as issuing bank (in such capacity, the "Issuing Bank"), as administrative agent (in such capacity, the "Administrative Agent"), as security trustee (in such capacity, the "Security Trustee") and as collateral agent (in such capacity, the "Collateral Agent") for the Lenders.

American Commercial Lines Llc – Contract (March 29th, 2001)

AMENDMENT No. 5, WAIVER AND AGREEMENT dated as of December 29, 2000 (this "Amendment"), to the Credit Agreement dated as of June 30, 1998, as amended by Amendment No. 1, Waiver and Agreement dated as of January 29, 1999, Amendment and Waiver No. 2 dated as of December 13, 1999, Consent and Waiver No. 3 dated as of June 1, 2000 and Amendment No. 4, Consent and Waiver dated as of October 13, 2000 (the "Credit Agreement"), among AMERICAN COMMERCIAL LINES LLC, a Delaware limited liability company (the "Borrower"), AMERICAN COMMERCIAL LINES HOLDINGS LLC, a Delaware limited liability company ("Holdings"), the LENDERS (as defined in the Credit Agreement), and THE CHASE MANHATTAN BANK, a New York banking corporation ("Chase"), as issuing bank (in such capacity, the "Issuing Bank"), as administrative agent (in such capacity, the "Administrative Agent"), as security trustee (in such capacity, the "Security Trustee") and as collateral agent (in such capacity, the "Collateral Agent") for the Lende

American Commercial Lines Llc – Contract (March 29th, 2001)

AMENDMENT NO. 1, WAIVER AND AGREEMENT dated as of January 29, 1999 (this "Amendment"), to the Credit Agreement dated as of June 30, 1998 ("Credit Agreement"), among American Commercial Lines LLC, a Delaware limited liability company (the "Borrower"), American Commercial Lines Holdings LLC, a Delaware limited liability company ("Holdings"), the lenders party thereto (the "Lenders") and The Chase Manhattan Bank, a New York banking corporation, as issuing bank (in such capacity, the "Issuing Bank"), as administrative agent (in such capacity, the "Administrative Agent"), as security trustee and as collateral agent for the Lenders.

American Commercial Lines Llc – Contract (March 29th, 2001)

AMENDMENT AND WAIVER No. 2 dated as of December 13, 1999 (this "Amendment and Waiver"), to the Credit Agreement dated as of June 30, 1998, as amended by Amendment No. 1, Waiver and Agreement dated as of January 29, 1999 (the "Credit Agreement"), among AMERICAN COMMERCIAL LINES LLC, a Delaware limited liability company (the "Borrower"), AMERICAN COMMERCIAL LINES HOLDINGS LLC, a Delaware limited liability company ("Holdings"), the LENDERS (as defined in the Credit Agreement), and THE CHASE MANHATTAN BANK, a New York banking corporation ("Chase"), as issuing bank (in such capacity, the "Issuing Bank"), as administrative agent (in such capacity, the "Administrative Agent"), as security trustee (in such capacity, the "Security Trustee") and as collateral agent (in such capacity, the "Collateral Agent") for the Lenders.

American Commercial Lines Llc – Contract (March 30th, 2000)

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American Commercial Lines Llc – EXECUTIVE UNIT PURCHASE AND EMPLOYMENT AGREEMENT (August 10th, 1999)

EXHIBIT 10.1 EXECUTIVE UNIT PURCHASE AND EMPLOYMENT AGREEMENT BETWEEN AMERICAN COMMERCIAL LINES HOLDINGS LLC, CSX BROWN CORPORATION, 399 VENTURE PARTNERS, INC. AND DAVID WAGSTAFF III EXECUTIVE UNIT PURCHASE AGREEMENT (this "AGREEMENT"), dated as of June 25, 1999, by and among American Commercial Lines Holdings LLC, a Delaware limited liability company (the "COMPANY"), CSX Brown Corp., a Delaware corporation ("CSX"), 399 Venture Partners, Inc., a Delaware corporation ("399 VENTURE"), and David Wagstaff III (the "EXECUTIVE"). The parties hereto desire to enter into an agreement that will provide for (i) the acquisition by the Executive of 11,618.08 Junior Preferred Units, in the aggregate, and 421.04 Class B Common Units, in the aggregate, and (ii) the employment of the Executive by the Company, each upon the terms and conditions set forth herein

American Commercial Lines Llc – SEVERANCE PLAN (March 25th, 1999)

EXHIBIT 10.10 AMERICAN COMMERCIAL LINES, INC. SEVERANCE PLAN 1. PURPOSE OF PLAN The American Commercial Lines, Inc. Severance Pay Plan ("Plan") is provided for certain employees of American Commercial Lines, Inc. and its subsidiaries ("ACL"). The plan provides severance benefits to those employees under the specific circumstances described in the Plan. The adoption and continuation of the Plan is voluntary on the part of ACL and is not intended to nor shall it be construed as creating a contract of employment between ACL or its successors and its employees nor shall it be construed as a condition of employment. The Plan supersedes any and all other severance arrangements, whether communicated orally or in writing with respect to Eligible Employees. The Plan is intended to be a "welfare plan," but not a "pension plan," as defined in ERISA Sections 3(1) and 3(2),

American Commercial Lines Llc – EMPLOYMENT AGREEMENT BETWEEN CSX AND MICHAEL C. HAGAN (March 25th, 1999)

EXHIBIT 10.3 EMPLOYMENT AGREEMENT BETWEEN CSX AND MICHAEL C. HAGAN DATED FEBRUARY 1, 1995 EMPLOYMENT AGREEMENT AGREEMENT by and between CSX CORPORATION, a Virginia corporation (the "Company"), and Michael C. Hagan (the "Executive"), dated as of the first day of February, 1995. The Board of Directors of the Company (the "Board") has determined that it is in the best interests of the Company and its shareholders to assure that the Company will have the continued dedication of the Executive, notwithstanding the possibility, threat or occurrence of a Change of Control (as defined below) of the Company. The Board believes it is imperative to diminish the inevitable distraction of the Executive by virtue of the personal uncertainties and risks created by a pending or threatened Change of Control and to encourage the Executive's full attention and dedication to the Com

American Commercial Lines Llc – CONSENT AND AGREEMENT TO (March 25th, 1999)

EXHIBIT 10.11 CONSENT AND AGREEMENT TO DIRECTORS' ACTION WITHOUT MEETING AMERICAN COMMERCIAL BARGE LINE COMPANY A DELAWARE CORPORATION The undersigned, being all of the members of the Board of Directors of American Commercial Barge Line Company, a Delaware corporation (the "Company"), hereby consent to the adoption of the following resolutions without a meeting: AMENDMENT OF SALARY CONTINUATION PLAN WHEREAS, heretofore the Company adopted the "American Commercial Barge Line Company Salary Continuation Plan" (the "Plan"); and WHEREAS, the Board of Directors of the Company wishes to amend the Plan to provide that in the event that the employment relationship of an employee participant in the Plan (the "Employee") and the Company is terminated other than by reason of retirement on or after