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...

EXHIBIT 10.1
     
 
CREDIT AGREEMENT
among
AMERICAN COMMERCIAL LINES LLC,
JEFFBOAT LLC,
ACL TRANSPORTATION SERVICES LLC,
and
THE LENDERS NAMED HEREIN
and
XXXXX 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) XXXXX FARGO BANK, NATIONAL ASSOCIATION (“Xxxxx 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 Xxxxx’x 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 Xxxxx’x 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 Xxxxx’x 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

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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

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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).

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     “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

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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

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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

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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 Xxxxx 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

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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.

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     “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 Xxxx Xxxxxx Xxxxxxxx xx Xxxxx Xx. Xxxxx, Xxxxxxxx.
     “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.

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     “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’

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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.

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     “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 Xxxxx Fargo (or Trade Bank, as agent for Xxxxx 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

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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

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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.

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     “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

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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 Xxxxx 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.

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     “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

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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 Xxxxx Fargo at its principal office in San Francisco, California as its Prime Rate, with the understanding that Xxxxx 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 Xxxxx 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

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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).

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     “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.

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     “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 Xxxxx 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.

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     “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 xxxx-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 Xxxxx 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.

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     “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.
     “Xxxxx 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.

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     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 xxxxx xxxxx 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 Xxxxx 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 Xxxxx Fargo if such action is discretionary; provided that the collection of funds and administration of the Existing Letters of Credit shall be performed by Xxxxx 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

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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;

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               (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 Xxxxx 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, Xxxxx Fargo, as L/C Issuer may arrange for Letters of Credit to be issued by Trade Bank as agent for Xxxxx Fargo. All parties hereto understand and agree that to the extent any Letters of Credit are issued by Trade Bank as agent for Xxxxx Fargo, (i) Trade Bank is agent only to Xxxxx 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 Xxxxx 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

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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

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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

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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 Xxxxx 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.

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          (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

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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 xxxx, 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 xxxx, 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 Xxxxxxxx Xxxxxx 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 Xxxxx & Xxxxxxx 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 Xxxxx 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 xxxxx xxxxx 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:
 
        
 
      Xxxxx Fargo Bank, National Association
 
      MAC X0000-000
 
      0xx Xxxxx
0000 Xxxxxxx Xx.
 
      Xxxxxx, Xxxxxxxx 00000-0000
 
      Attention: Xxxx Xxxxxxxxxx
 
      Tel. No. (000) 000-0000
 
      Fax No. (000) 000-0000
E-mail: Xxxx.X.Xxxxxxxxxx@xxxxxxxxxx.xxx
 
        
 
      For all other notices:
 
        
 
      Xxxxx Fargo Bank, National Association
 
      000 X. Xxxxxxxx Xx., Xxxxx 0000
 
      Xxxxxxxxxxxx, XX 00000
 
      Attention: Xxxxx X. Xxxxxxx, Vice President
 
      Tel. No. (000) 000-0000
 
      Fax No. (000) 000-0000
 
      E-mail: Xxxxx.Xxxxxxx@xxxxxxxxxx.xxx
 
        
 
  The Borrowers:   American Commercial Lines LLC
 
      0000 Xxxx Xxxxxx Xxxxxx
 
      Xxxxxxxxxxxxxx, XX 00000
 
      Attention: Xxxxx X. Xxxxx, Vice President & Treasurer
 
      Tel. No. (000) 000-0000
 
      Fax No. (000) 000-0000
 
        
 
  With copy to:   Xxxxx & Xxxxxxx LLP
 
      000 Xxxx 00xx Xxxxxx, Xxxxx 000
 
      Xxxxxxxxxxxx, XX 00000
 
      Attention: Xxxxx X. Xxxxxx
 
      Tel. No. (000) 000-0000
 
      Fax No. (000) 000-0000
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 Xxxxx Fargo assigns all of its Revolving Loan Commitment and Loans pursuant to subsection (c) above, Xxxxx 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 Xxxxx Fargo as L/C Issuer or the termination of the Swing Line, as the case may be. Xxxxx 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 Xxxxx 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

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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 Xxxxx Fargo. Notwithstanding any provision in this Section 8.05 to the contrary, no Assignment by Xxxxx 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 Xxxxx 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).

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     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

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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 xxx 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

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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 Xxxxx 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

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various duties hereunder in such manner as Xxxxx Fargo sees fit and, for the avoidance of doubt, in lieu of sending notices to itself when acting in different capacities Xxxxx 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.]

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     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:    
 
            
    XXXXX FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent, Security Trustee, L/C Issuer and Swing Line Lender    
 
            
 
  By:        
 
           
 
  Name:        
 
           
 
  Title:        
 
           
 
            
    THE LENDERS:
 
            
    XXXXX 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       7.00000000 %
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 %
Xxxxx 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.
000 X. XxXxxxx Xxxxxx
Xxxxxxx, Xxxxxxxx 00000
Attn: Xxxx Xxxxxxxxx, SVP
Telephone: (000) 000-0000
Facsimile:  (000) 000-0000
Domestic and Euro-Dollar Lending Office:
Bank of America, N.A.
000 X. XxXxxxx Xxxxxx
Xxxxxxx, Xxxxxxxx 00000
Attn: Xxxx Xxxxxxxxx, SVP
Telephone: (000) 000-0000
Facsimile:  (000) 000-0000
BRANCH BANKING AND TRUST COMPANY
as a Lender
Notices:
Branch Banking and Trust Company
0000 Xxxxxxxxx Xxxxxxx, Xxxxx 000
Xxxxxxxxxx, Xxxxxxxx 00000
Attn: Xxxxxx X. Xxxxx
Telephone: (000) 000-0000
Facsimile:  (000) 000-0000
Domestic and Euro-Dollar Lending Office:
Branch Banking and Trust Company
0000 Xxxxxxxxx Xxxxxxx, Xxxxx 000
Xxxxxxxxxx, Xxxxxxxx 00000
Attn: Xxxxxx X. Xxxxx
Telephone: (000) 000-0000
Facsimile:  (000) 000-0000

2

 

FIFTH THIRD BANK
as a Lender
Notices:
Fifth Third Bank
000 X Xxxxxxxx, Xxxxx 0000
Xxxxxxxxxxxx, Xxxxxxx 00000
Attention: Xxxxx X. X’Xxxx
Telephone: (000) 000-0000
Facsimile:  (000) 000-0000
Domestic and Euro-Dollar Lending Office:
Fifth Third Bank
000 X Xxxxxxxx, Xxxxx 0000
Xxxxxxxxxxxx, Xxxxxxx 00000
Attention: Xxxxx X. X’Xxxx
Telephone: (000) 000-0000
Facsimile:  (000) 000-0000
FORTIS CAPITAL CORP.
as a Lender
Notices:
Fortis Capital Corp.
000 Xxxxxxx Xxxxxx, 0xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Xxxxxx Xxxxxx
Telephone: (000) 000-0000
Facsimile:  (000) 000-0000
Domestic and Euro-Dollar Lending Office:
Fortis Capital Corp.
000 Xxxxxxx Xxxxxx, 0xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Xxxxxx Xxxxxx
Telephone: (000) 000-0000
Facsimile:  (000) 000-0000

3

 

JPMORGAN CHASE BANK, N.A.
as a Lender
Notices:
JPMorgan Chase Bank, N.A.
000 X. Xxxxxxxxx Xxxxxx
Xxxxxxxxxx, Xxxxxxxx 00000
Attention: Xxx Xxxxxxx
Telephone: (000) 000-0000
Facsimile:  (000) 000-0000
Domestic and Euro-Dollar Lending Office:
JPMorgan Chase Bank, N.A.
000 X. Xxxxxxxxx Xxxxxx
Xxxxxxxxxx, Xxxxxxxx 00000
Attention: Xxx Xxxxxxx
Telephone: (000) 000-0000
Facsimile:  (000) 000-0000
LASALLE BANK NATIONAL ASSOCIATION
as a Lender
Notices:
LaSalle Bank National Association
00 Xxxxx Xxxxxxxx Xxxxxx, Xxxxx 000
Xxxxxxxxxxxx, Xxxxxxx 00000
Attention: Xxxxxx Xxxxx
Telephone: (000) 000-0000
Facsimile:  (000) 000-0000
Domestic and Euro-Dollar Lending Office:
LaSalle Bank National Association
00 Xxxxx Xxxxxxxx Xxxxxx, Xxxxx 000
Xxxxxxxxxxxx, Xxxxxxx 00000
Attention: Xxxxxx Xxxxx
Telephone: (000) 000-0000
Facsimile:  (000) 000-0000

4

 

NATIONAL CITY BANK
as a Lender
Notices:
National City Bank
000 X. Xxxxxxxxxx Xxxxxx, Xxxxx 000X
Xxxxxxxxxxxx, Xxxxxxx 00000
Attn: Xxxxx Xxxxxxx
Telephone: (000) 000-0000
Facsimile:  (000) 000-0000
Domestic and Euro-Dollar Lending Office:
National City Bank
000 X. Xxxxxxxxxx Xxxxxx, Xxxxx 000X
Xxxxxxxxxxxx, Xxxxxxx 00000
Attn: Xxxxx Xxxxxxx
Telephone: (000) 000-0000
Facsimile:  (000) 000-0000
PNC BANK, NATIONAL ASSOCIATION
as a Lender
Notices:
PNC Bank, National Association
000 Xxxx Xxxxxxxxx Xxxxxx
Xxxxxxxxxx, Xxxxxxxx 00000
Attn: Xxxxxxx X. Xxxxxxx, Xx.
Telephone: (000) 000-0000
Facsimile:  (000) 000-0000
Domestic and Euro-Dollar Lending Office:
PNC Bank, National Association
000 Xxxx Xxxxxxxxx Xxxxxx
Xxxxxxxxxx, Xxxxxxxx 00000
Attn: Xxxxxxx X. Xxxxxxx, Xx.
Telephone: (000) 000-0000
Facsimile:  (000) 000-0000

5

 

SUNTRUST BANK
as a Lender
Notices:
SunTrust Bank
000 0xx Xxxxxx Xxxxx, 0xx Xxxxx
Xxxxxxxxx, XX 00000
Attention: Xxxx Xxxxxxxx
Telephone: (000) 000-0000
Facsimile:  (000) 000-0000
Domestic and Euro-Dollar Lending Office:
SunTrust Bank
000 0xx Xxxxxx Xxxxx, 0xx Xxxxx
Xxxxxxxxx, XX 00000
Attention: Xxxx Xxxxxxxx
Telephone: (000) 000-0000
Facsimile:  (000) 000-0000
U.S. BANK NATIONAL ASSOCIATION
as a Lender
Notices:
U.S. Bank National Association
Xxx Xxxxxxxxx Xxxxxx
Xxxxxxxxxx, Xxxxxxxx 00000
Attn: Xxxxx X. Xxxxxxxx
Telephone: (000) 000-0000
Facsimile:  (000) 000-0000
Domestic and Euro-Dollar Lending Office:
U.S. Bank National Association
Xxx Xxxxxxxxx Xxxxxx
Xxxxxxxxxx, Xxxxxxxx 00000
Attn: Xxxxx X. Xxxxxxxx
Telephone: (000) 000-0000
Facsimile:  (000) 000-0000

6

 

WACHOVIA BANK, N.A.
as a Lender
Notices:
Wachovia Bank, N.A.
000 0xx Xxxxxx Xxxxx
Xxxxxxxxx, XX 00000
Attention: Xxxxxxxx Xxxxxx
Telephone: (000) 000-0000
Facsimile:  (000) 000-0000
Domestic and Euro-Dollar Lending Office:
Wachovia Bank, N.A.
000 0xx Xxxxxx Xxxxx
Xxxxxxxxx, XX 00000
Attention: Xxxxxxxx Xxxxxx
Telephone: (000) 000-0000
Facsimile:  (000) 000-0000
XXXXX FARGO BANK, NATIONAL ASSOCIATION
as a Lender
Notices:
Xxxxx Fargo Bank, National Association
000 X. Xxxxxxxx Xx., Xxxxx 0000
Xxxxxxxxxxxx, XX 00000
Attention: Xxxxx X. Xxxxxxx, Vice President
Tel. No. (000) 000-0000
Fax No. (000) 000-0000
Domestic and Euro-Dollar Lending Office:
Xxxxx Fargo Bank, National Association
000 X. Xxxxxxxx Xx., Xxxxx 0000
Xxxxxxxxxxxx, XX 00000
Attention: Xxxxx X. Xxxxxxx, Vice President
Tel. No. (000) 000-0000
Fax No. (000) 000-0000

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 Xxxxx & Xxxxxxx 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 Xxxxxxxx Xxxxxx 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.
(ACL LOGO)
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
   XXXXX 434   American Commercial Lines LLC   630051     51     Oversized   [*]
6
   XXXXXXX X XXXXX   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     Xxxxxx- Owned   [*]
10
   ACBL 3136   American Commercial Lines LLC   630131     131     Xxxxxx- Owned   [*]
11
   ACBL 3137   American Commercial Lines LLC   630132     132     Xxxxxx- Owned   [*]
12
   ACBL 3138   American Commercial Lines LLC   630133     133     Xxxxxx- Owned   [*]
13
   ACBL 3139   American Commercial Lines LLC   630134     134     Xxxxxx- Owned   [*]
14
   ACBL 3140   American Commercial Lines LLC   630135     135     Xxxxxx- Owned   [*]
15
   XXXXX XXXXXX   American Commercial Lines LLC   560135     135     Boat   [*]
16
   ACBL 3141   American Commercial Lines LLC   630136     136     Xxxxxx- Owned   [*]
17
   ACBL 3142   American Commercial Lines LLC   630137     137     Xxxxxx- Owned   [*]
18
   ACBL 3143   American Commercial Lines LLC   630138     138     Xxxxxx- Owned   [*]
19
   ACBL 3144   American Commercial Lines LLC   630139     139     Xxxxxx- Owned   [*]
20
   TTBL 4030   American Commercial Lines LLC   630141     141     Xxxxxx- Owned   [*]
21
   TTBL 4031   American Commercial Lines LLC   630142     142     Xxxxxx- Owned   [*]
22
   TTBL 4032   American Commercial Lines LLC   630143     143     Xxxxxx- Owned   [*]
23
   TTBL 4033   American Commercial Lines LLC   630144     144     Xxxxxx- Owned   [*]
24
   TTBL 4034   American Commercial Lines LLC   630145     145     Xxxxxx- Owned   [*]
25
   TTBL 4035   American Commercial Lines LLC   630146     146     Xxxxxx- Owned   [*]
26
   TTBL 4036   American Commercial Lines LLC   630147     147     Xxxxxx- Owned   [*]
27
   TTBL 4037   American Commercial Lines LLC   630148     148     Xxxxxx- Owned   [*]
28
   TTBL 4038   American Commercial Lines LLC   630149     149     Xxxxxx- Owned   [*]
29
   TTBL 4039   American Commercial Lines LLC   630150     150     Inactive in Use   [*]
30
   TTBL 4040   American Commercial Lines LLC   630151     151     Xxxxxx- Owned   [*]
31
   TTBL 4041   American Commercial Lines LLC   630152     152     Xxxxxx- Owned   [*]
32
   TTBL 4042   American Commercial Lines LLC   630153     153     Xxxxxx- Owned   [*]
33
   TTBL 4043   American Commercial Lines LLC   630154     154     Xxxxxx- Owned   [*]
34
   TTBL 4044   American Commercial Lines LLC   630155     155     Xxxxxx- Owned   [*]
35
   CHEM 95   American Commercial Lines LLC   520159     159     Inactive in Use   [*]
36
   ACBL 4000   American Commercial Lines LLC   630160     160     Xxxxxx- Owned   [*]
37
   X. X. XXXXXXX   American Commercial Lines LLC   500160     160     Boat   [*]
38
   SCNO 7702B   American Commercial Lines LLC   580205     205     Xxxxxx- Owned   [*]
39
   SCNO 7703B   American Commercial Lines LLC   580206     206     Xxxxxx- 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     Xxxxxx- Owned   [*]
44
   SCNO 7713B   American Commercial Lines LLC   580216     216     Xxxxxx- Owned   [*]
45
   SCNO 7714B   American Commercial Lines LLC   580217     217     Xxxxxx- Owned   [*]
46
   SCNO 7716B   American Commercial Lines LLC   580219     219     Inactive in Use   [*]
47
   SCNO 7717B   American Commercial Lines LLC   580220     220     Xxxxxx- Owned   [*]
48
   SCNO 7718B   American Commercial Lines LLC   580221     221     Xxxxxx- Owned   [*]
49
   SCNO 7719B   American Commercial Lines LLC   580222     222     Xxxxxx- Owned   [*]
50
   SCNO 7720B   American Commercial Lines LLC   580223     223     Xxxxxx- Owned   [*]
51
   CHEM 276   American Commercial Lines LLC   1170224     000     Xxxxxx Xxx Xxxxx (00x xxx)   [*]
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     Xxxxxx- Owned   [*]
61
   N.M.S. NO. 1483   American Commercial Lines LLC   600255     255     Jumbo   [*]
62
   ACBL 2079   American Commercial Lines LLC   640256     256     Xxxxxx- Owned   [*]
63
   N.M.S. NO. 1510   American Commercial Lines LLC   600256     256     Inactive   [*]
64
   ACBL 2080   American Commercial Lines LLC   640257     257     Xxxxxx- Owned   [*]
65
   N.M.S. NO. 1511   American Commercial Lines LLC   600257     257     Inactive   [*]
66
   ACBL 2084   American Commercial Lines LLC   640261     261     Xxxxxx- Owned   [*]
67
   ACBL 4323   American Commercial Lines LLC   600262     262     Xxxxxx- Owned   [*]
68
   ACBL 2086   American Commercial Lines LLC   640263     263     Xxxxxx- Owned   [*]
69
   ACBL 2089   American Commercial Lines LLC   640266     266     Xxxxxx- Owned   [*]
70
   ACBL 2091   American Commercial Lines LLC   640268     268     Xxxxxx- Owned   [*]
71
   ACBL 2092   American Commercial Lines LLC   640269     269     Xxxxxx- Owned   [*]
72
   ACBL 2093   American Commercial Lines LLC   640270     270     Xxxxxx- Owned   [*]
73
   ACBL 2097   American Commercial Lines LLC   640274     274     Xxxxxx- Owned   [*]
74
   ACBL 2098   American Commercial Lines LLC   640275     275     Xxxxxx- Owned   [*]
75
   ACBL 2099   American Commercial Lines LLC   640276     276     Xxxxxx- Owned   [*]
76
   ACBL 2100   American Commercial Lines LLC   640277     277     Xxxxxx- Owned   [*]
77
   ACBL 2104   American Commercial Lines LLC   640281     281     Xxxxxx- 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.

 

 

(ACL LOGO)
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
   XXXX XXXXXX   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     Xxxxxx- 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     Xxxxxx- Owned   [*]
97
   970   American Commercial Lines LLC   920353     353     Jumbo   [*]
98
   ACBL 424   American Commercial Lines LLC   640353     353     Xxxxxx- 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     Xxxxxx- Owned   [*]
107
   CHEM 154   American Commercial Lines LLC   960360     360     Jumbo   [*]
108
   1309   American Commercial Lines LLC   920361     361     Xxxxxx- 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     Xxxxxx- Owned   [*]
112
   629   American Commercial Lines LLC   920382     382     Xxxxxx- Owned   [*]
113
   632   American Commercial Lines LLC   920385     385     Xxxxxx- Owned   [*]
114
   633   American Commercial Lines LLC   920386     386     Xxxxxx- Owned   [*]
115
   WTT 1008   American Commercial Lines LLC   630386     386     Xxxxxx- Owned   [*]
116
   634   American Commercial Lines LLC   920387     387     Xxxxxx- Owned   [*]
117
   XXXXX XXXXXX   American Commercial Lines LLC   540391     391     Boat   [*]
118
   ACL 9700B   American Commercial Lines LLC   1050421     421     Xxxxxx- Owned   [*]
119
   ACL 9701B   American Commercial Lines LLC   1050422     422     Xxxxxx- Owned   [*]
120
   ACL 9702B   American Commercial Lines LLC   1050423     423     Xxxxxx- Owned   [*]
121
   ACL 9703B   American Commercial Lines LLC   1050424     424     Xxxxxx- Owned   [*]
122
   CHEM 145   American Commercial Lines LLC   630424     424     Jumbo   [*]
123
   ACL 9704B   American Commercial Lines LLC   1050425     425     Xxxxxx- Owned   [*]
124
   ACL 9705B   American Commercial Lines LLC   1050426     426     Xxxxxx- Owned   [*]
125
   ACL 9706B   American Commercial Lines LLC   1050427     427     Xxxxxx- Owned   [*]
126
   ACBL 1830   American Commercial Lines LLC   580430     430     Xxxxxx- Owned   [*]
127
   ACBL 1831   American Commercial Lines LLC   580431     431     Inactive in Use   [*]
128
   ACBL 1833   American Commercial Lines LLC   580433     433     Xxxxxx- Owned   [*]
129
   ACBL 1836   American Commercial Lines LLC   580436     436     Xxxxxx- Owned   [*]
130
   ACBL 3000   American Commercial Lines LLC   580437     437     Xxxxxx- Owned   [*]
131
   ACBL 3001   American Commercial Lines LLC   580438     438     Xxxxxx- Owned   [*]
132
   ACBL 3003   American Commercial Lines LLC   580440     440     Xxxxxx- Owned   [*]
133
   ACBL 3004   American Commercial Lines LLC   580441     441     Xxxxxx- Owned   [*]
134
   ACBL 3007   American Commercial Lines LLC   580444     444     Xxxxxx- Owned   [*]
135
   ACBL 3008   American Commercial Lines LLC   580445     445     Xxxxxx- Owned   [*]
136
   NM 978   American Commercial Lines LLC   590445     445     Jumbo   [*]
137
   ACBL 4152   American Commercial Lines LLC   630471     471     Xxxxxx- Owned   [*]
138
   ACL 9500B   American Commercial Lines LLC   1030477     477     Xxxxxx- Owned   [*]
139
   ACL 9501B   American Commercial Lines LLC   1030478     478     Xxxxxx- Owned   [*]
140
   ACL 9502B   American Commercial Lines LLC   1030479     479     Xxxxxx- Owned   [*]
141
   ACL 9503B   American Commercial Lines LLC   1030480     480     Xxxxxx- Owned   [*]
142
   ACL 9504B   American Commercial Lines LLC   1030481     481     Xxxxxx- Owned   [*]
143
   ACL 9505B   American Commercial Lines LLC   1030482     482     Xxxxxx- Owned   [*]
144
   ACL 9506B   American Commercial Lines LLC   1030483     483     Xxxxxx- Owned   [*]
145
   ACL 9507B   American Commercial Lines LLC   1030484     484     Xxxxxx- Owned   [*]
146
   ACL 9508B   American Commercial Lines LLC   1030485     485     Xxxxxx- Owned   [*]
147
   ACL 9509B   American Commercial Lines LLC   1030486     486     Xxxxxx- Owned   [*]
148
   XXXXX XXXXXXX XXXXXXXX   American Commercial Lines LLC   650496     496     Boat   [*]
149
   VL 7701   American Commercial Lines LLC   580501     501     Xxxxxx- Owned   [*]
150
   VL 7702   American Commercial Lines LLC   580502     502     Xxxxxx- Owned   [*]
151
   ACBL 4214   American Commercial Lines LLC   600507     507     Xxxxxx- 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.

 

 

(ACL LOGO)
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     Xxxxxx- Owned   [*]
158
   X X XXXXXX   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     Xxxxxx- Owned   [*]
163
   ACL 9972B   American Commercial Lines LLC   1090632     632     Xxxxxx- Owned   [*]
164
   ACL 9973B   American Commercial Lines LLC   1090633     633     Xxxxxx- Owned   [*]
165
   ACL 9974B   American Commercial Lines LLC   1090634     634     Xxxxxx- Owned   [*]
166
   ACL 9975B   American Commercial Lines LLC   1090635     635     Xxxxxx- Owned   [*]
167
   XXXXXXXXX XXXXX   American Commercial Lines LLC   980668     668     Boat   [*]
168
   ACBL 3145   American Commercial Lines LLC   630711     711     Xxxxxx- Owned   [*]
169
   ACBL 3146   American Commercial Lines LLC   630712     712     Xxxxxx- Owned   [*]
170
   ACBL 3147   American Commercial Lines LLC   630713     713     Xxxxxx- Owned   [*]
171
   ACBL 3148   American Commercial Lines LLC   630714     714     Xxxxxx- Owned   [*]
172
   ACBL 3149   American Commercial Lines LLC   630715     715     Xxxxxx- Owned   [*]
173
   VL 7801   American Commercial Lines LLC   600715     715     Xxxxxx- Owned   [*]
174
   ACBL 3150   American Commercial Lines LLC   630716     716     Xxxxxx- Owned   [*]
175
   ACBL 3151   American Commercial Lines LLC   630717     717     Xxxxxx- Owned   [*]
176
   ACBL 3152   American Commercial Lines LLC   630718     718     Xxxxxx- Owned   [*]
177
   ACBL 3153   American Commercial Lines LLC   630719     719     Xxxxxx- Owned   [*]
178
   ACBL 3154   American Commercial Lines LLC   630720     720     Xxxxxx- Owned   [*]
179
   ACBL 1383   American Commercial Lines LLC   580730     730     Xxxxxx- Owned   [*]
180
   ACBL 1384   American Commercial Lines LLC   580731     731     Xxxxxx- Owned   [*]
181
   ACBL 1385   American Commercial Lines LLC   580732     732     Xxxxxx- Owned   [*]
182
   4907   American Commercial Lines LLC   550733     733     Oversized   [*]
183
   ACBL 1386   American Commercial Lines LLC   580733     733     Xxxxxx- Owned   [*]
184
   4630   American Commercial Lines LLC   550734     734     Oversized   [*]
185
   ACBL 1387   American Commercial Lines LLC   580734     734     Xxxxxx- Owned   [*]
186
   ACBL 1388   American Commercial Lines LLC   580735     735     Xxxxxx- Owned   [*]
187
   CHEM 1601   American Commercial Lines LLC   550735     735     Oversized   [*]
188
   ACBL 1389   American Commercial Lines LLC   580736     736     Xxxxxx- 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     Xxxxxx- 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     Xxxxxx- Owned   [*]
195
   ACBL 1393   American Commercial Lines LLC   580740     740     Xxxxxx- Owned   [*]
196
   ACBL 1394   American Commercial Lines LLC   580741     741     Xxxxxx- Owned   [*]
197
   ACBL 1395   American Commercial Lines LLC   580742     742     Xxxxxx- Owned   [*]
198
   DM 2573   American Commercial Lines LLC   550742     742     Inactive in Use   [*]
199
   ACBL 1396   American Commercial Lines LLC   580743     743     Xxxxxx- Owned   [*]
200
   ACBL 1397   American Commercial Lines LLC   580744     744     Xxxxxx- Owned   [*]
201
   DM 2577   American Commercial Lines LLC   550744     744     Inactive in Use   [*]
202
   ACBL 3010   American Commercial Lines LLC   580745     745     Xxxxxx- Owned   [*]
203
   NL 134   American Commercial Lines LLC   600745     745     Inactive in Use   [*]
204
   ACBL 3011   American Commercial Lines LLC   580746     746     Xxxxxx- Owned   [*]
205
   ACBL 3012   American Commercial Lines LLC   580747     747     Xxxxxx- Owned   [*]
206
   NL 136   American Commercial Lines LLC   600747     747     Xxxxxx- Owned   [*]
207
   ACBL 3013   American Commercial Lines LLC   580748     748     Xxxxxx- Owned   [*]
208
   ACBL 3014   American Commercial Lines LLC   580749     749     Xxxxxx- Owned   [*]
209
   ACBL 3015   American Commercial Lines LLC   580750     750     Xxxxxx- Owned   [*]
210
   ACBL 3016   American Commercial Lines LLC   580751     751     Xxxxxx- Owned   [*]
211
   ACBL 3017   American Commercial Lines LLC   580752     752     Xxxxxx- Owned   [*]
212
   ACBL 3018   American Commercial Lines LLC   580753     753     Xxxxxx- Owned   [*]
213
   ACBL 3019   American Commercial Lines LLC   580754     754     Xxxxxx- Owned   [*]
214
   ACBL 3020   American Commercial Lines LLC   580755     755     Xxxxxx- Owned   [*]
215
   ACBL 3021   American Commercial Lines LLC   580756     756     Xxxxxx- Owned   [*]
216
   1848   American Commercial Lines LLC   550758     758     Inactive in Use   [*]
217
   ACBL 3023   American Commercial Lines LLC   580758     758     Xxxxxx- Owned   [*]
218
   ACBL 3024   American Commercial Lines LLC   580759     759     Inactive in Use   [*]
219
   ACL 9510B   American Commercial Lines LLC   1030794     794     Xxxxxx- Owned   [*]
220
   ACL 9511B   American Commercial Lines LLC   1030795     795     Xxxxxx- Owned   [*]
221
   ACL 9512B   American Commercial Lines LLC   1030796     796     Xxxxxx- Owned   [*]
222
   ACL 9513B   American Commercial Lines LLC   1030810     810     Xxxxxx- Owned   [*]
223
   ACL 9514B   American Commercial Lines LLC   1030811     811     Xxxxxx- Owned   [*]
224
   ACL 9515B   American Commercial Lines LLC   1030812     812     Xxxxxx- Owned   [*]
225
   ACL 9516B   American Commercial Lines LLC   1030813     813     Xxxxxx- Owned   [*]
226
   CHEM 176   American Commercial Lines LLC   1040819     819     Jumbo   [*]
227
   ACBL 4329   American Commercial Lines LLC   640823     823     Xxxxxx- Owned   [*]
228
   ACBL 4330   American Commercial Lines LLC   640824     824     Xxxxxx- Owned   [*]
229
   ACBL 4340   American Commercial Lines LLC   640825     825     Xxxxxx- Owned   [*]
230
   ACBL 4341   American Commercial Lines LLC   640826     826     Xxxxxx- 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.

 

 

(ACL LOGO)
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     Xxxxxx- Owned   [*]
232
   TTBL 4006   American Commercial Lines LLC   600834     834     Xxxxxx- Owned   [*]
233
   TTBL 4007   American Commercial Lines LLC   600835     835     Xxxxxx- 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     Xxxxxx- Owned   [*]
237
   ACBL 3266   American Commercial Lines LLC   970865     865     Xxxxxx- Owned   [*]
238
   ACBL 3267   American Commercial Lines LLC   970866     866     Xxxxxx- Owned   [*]
239
   ACBL 3268   American Commercial Lines LLC   970867     867     Xxxxxx- Owned   [*]
240
   ACBL 3269   American Commercial Lines LLC   970868     868     Xxxxxx- Owned   [*]
241
   NM 120   American Commercial Lines LLC   560887     887     Xxxxxx- Owned   [*]
242
   CAPT. XXXXXX XXXXXXX   American Commercial Lines LLC   630902     902     Boat   [*]
243
   S.C. & N.O. 1462   American Commercial Lines LLC   290963     963     Inactive in Use   [*]
244
   XXXXX X. XXXXXXXX   American Commercial Lines LLC   500965     965     Boat   [*]
245
   S.C. & N.O. 1467   American Commercial Lines LLC   290968     968     Inactive in Use   [*]
246
   XXXX XXXXXXX   American Commercial Lines LLC   610971     971     Boat   [*]
247
   ACBL 300   American Commercial Lines LLC   641005     1005     Xxxxxx- Owned   [*]
248
   ACBL 307   American Commercial Lines LLC   641006     1006     Xxxxxx- Owned   [*]
249
   ACBL 305   American Commercial Lines LLC   641008     1008     Xxxxxx- Owned   [*]
250
   ATC 906   American Commercial Lines LLC   631017     1017     Xxxxxx- Owned   [*]
251
   ATC 908   American Commercial Lines LLC   631019     1019     Xxxxxx- Owned   [*]
252
   ATC 909   American Commercial Lines LLC   631020     1020     Xxxxxx- Owned   [*]
253
   ATC 910   American Commercial Lines LLC   631021     1021     Xxxxxx- Owned   [*]
254
   XXXXXX X. XXXXX   American Commercial Lines LLC   621035     1035     Boat   [*]
255
   ACBL 4326   American Commercial Lines LLC   631041     1041     Xxxxxx- Owned   [*]
256
   VLX 7730   American Commercial Lines LLC   581051     1051     Xxxxxx- 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     Xxxxxx- 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     Xxxxxx- 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
   XXXX XXXXXXXXXXX   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     Xxxxxx- Owned   [*]
269
   ACBL 5011   American Commercial Lines LLC   621120     1120     Xxxxxx- Owned   [*]
270
   ACBL 5012   American Commercial Lines LLC   621121     1121     Xxxxxx- Owned   [*]
271
   ACBL 5013   American Commercial Lines LLC   621122     1122     Xxxxxx- Owned   [*]
272
   ACBL 5014   American Commercial Lines LLC   621123     1123     Xxxxxx- Owned   [*]
273
   ACBL 5015   American Commercial Lines LLC   621124     1124     Xxxxxx- Owned   [*]
274
   ACBL 5016   American Commercial Lines LLC   621125     1125     Xxxxxx- Owned   [*]
275
   ACBL 5017   American Commercial Lines LLC   621126     1126     Xxxxxx- Owned   [*]
276
   ACBL 5018   American Commercial Lines LLC   621127     1127     Xxxxxx- Owned   [*]
277
   ACBL 5019   American Commercial Lines LLC   621128     1128     Xxxxxx- Owned   [*]
278
   ACBL 5020   American Commercial Lines LLC   621129     1129     Xxxxxx- Owned   [*]
279
   ACBL 5021   American Commercial Lines LLC   621130     1130     Xxxxxx- Owned   [*]
280
   ACBL 5023   American Commercial Lines LLC   621132     1132     Xxxxxx- Owned   [*]
281
   ACBL 5024   American Commercial Lines LLC   621133     1133     Xxxxxx- Owned   [*]
282
   ACBL 6018   American Commercial Lines LLC   621134     1134     Xxxxxx- Owned   [*]
283
   ACBL 6019   American Commercial Lines LLC   621135     1135     Xxxxxx- Owned   [*]
284
   ACL 97004   American Commercial Lines LLC   1051135     1135     Xxxxxx- Owned   [*]
285
   ACL 97005   American Commercial Lines LLC   1051136     1136     Xxxxxx- Owned   [*]
286
   ACBL 6021   American Commercial Lines LLC   621137     1137     Xxxxxx- Owned   [*]
287
   ACL 97006   American Commercial Lines LLC   1051137     1137     Xxxxxx- Owned   [*]
288
   ACBL 6022   American Commercial Lines LLC   621138     1138     Xxxxxx- Owned   [*]
289
   ACL 97007   American Commercial Lines LLC   1051138     1138     Xxxxxx- Owned   [*]
290
   ACBL 6023   American Commercial Lines LLC   621139     1139     Xxxxxx- Owned   [*]
291
   ACL 97008   American Commercial Lines LLC   1051139     1139     Xxxxxx- Owned   [*]
292
   ACBL 6024   American Commercial Lines LLC   621140     1140     Xxxxxx- Owned   [*]
293
   ACL 97009   American Commercial Lines LLC   1051140     1140     Xxxxxx- Owned   [*]
294
   ACBL 6025   American Commercial Lines LLC   621141     1141     Xxxxxx- Owned   [*]
295
   ACL 9707B   American Commercial Lines LLC   1051141     1141     Xxxxxx- Owned   [*]
296
   ACBL 6026   American Commercial Lines LLC   621142     1142     Xxxxxx- Owned   [*]
297
   ACL 9708B   American Commercial Lines LLC   1051142     1142     Xxxxxx- Owned   [*]
298
   ACBL 6027   American Commercial Lines LLC   621143     1143     Xxxxxx- Owned   [*]
299
   ACL 9709B   American Commercial Lines LLC   1051143     1143     Xxxxxx- Owned   [*]
300
   ACBL 6028   American Commercial Lines LLC   621144     1144     Xxxxxx- Owned   [*]
301
   ACL 9710B   American Commercial Lines LLC   1051144     1144     Xxxxxx- Owned   [*]
302
   ACBL 6029   American Commercial Lines LLC   621145     1145     Xxxxxx- Owned   [*]
303
   ACL 9711B   American Commercial Lines LLC   1051145     1145     Xxxxxx- Owned   [*]
304
   ACBL 6030   American Commercial Lines LLC   621146     1146     Xxxxxx- Owned   [*]
305
   ACL 9712B   American Commercial Lines LLC   1051146     1146     Xxxxxx- Owned   [*]
306
   ACBL 6031   American Commercial Lines LLC   621147     1147     Xxxxxx- Owned   [*]
307
   ACL 9713B   American Commercial Lines LLC   1051147     1147     Xxxxxx- 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.

 

 

(ACL LOGO)
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     Xxxxxx- Owned   [*]
309
   ACL 9714B   American Commercial Lines LLC   1051148     1148     Xxxxxx- Owned   [*]
310
   ACBL 6033   American Commercial Lines LLC   621149     1149     Xxxxxx- Owned   [*]
311
   ACL 9715B   American Commercial Lines LLC   1051149     1149     Xxxxxx- Owned   [*]
312
   ACBL 6034   American Commercial Lines LLC   621150     1150     Xxxxxx- Owned   [*]
313
   ACL 9716B   American Commercial Lines LLC   1051150     1150     Xxxxxx- Owned   [*]
314
   ACBL 6035   American Commercial Lines LLC   621151     1151     Xxxxxx- Owned   [*]
315
   ACBL 6036   American Commercial Lines LLC   621152     1152     Xxxxxx- Owned   [*]
316
   XXXXX 403 B   American Commercial Lines LLC   631152     1152     Oversized   [*]
317
   ACBL 6037   American Commercial Lines LLC   621153     1153     Xxxxxx- Owned   [*]
318
   ACBL 6038   American Commercial Lines LLC   621154     1154     Xxxxxx- Owned   [*]
319
   ACBL 6039   American Commercial Lines LLC   621155     1155     Xxxxxx- Owned   [*]
320
   ACBL 6040   American Commercial Lines LLC   621156     1156     Xxxxxx- Owned   [*]
321
   ACBL 6042   American Commercial Lines LLC   621158     1158     Xxxxxx- Owned   [*]
322
   ACBL 6043   American Commercial Lines LLC   621159     1159     Xxxxxx- Owned   [*]
323
   ACBL 6044   American Commercial Lines LLC   621160     1160     Xxxxxx- Owned   [*]
324
   ACBL 6045   American Commercial Lines LLC   621161     1161     Xxxxxx- Owned   [*]
325
   ACBL 6046   American Commercial Lines LLC   621162     1162     Xxxxxx- Owned   [*]
326
   ACBL 6047   American Commercial Lines LLC   621163     1163     Xxxxxx- Owned   [*]
327
   ACBL 6048   American Commercial Lines LLC   621164     1164     Xxxxxx- Owned   [*]
328
   ACBL 6049   American Commercial Lines LLC   621165     1165     Xxxxxx- Owned   [*]
329
   VL 7751   American Commercial Lines LLC   581201     1201     Inactive   [*]
330
   VL 7752   American Commercial Lines LLC   581202     1202     Xxxxxx- 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     Xxxxxx- 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
   XXXXXX X. XXXXX   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     Xxxxxx- 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     Xxxxxx- Owned   [*]
349
   MISS KAE-D   American Commercial Lines LLC   581300     1300     Boat   [*]
350
   ACBL 326X   American Commercial Lines LLC   601301     1301     Xxxxxx- Owned   [*]
351
   ACBL 327X   American Commercial Lines LLC   601302     1302     Xxxxxx- Owned   [*]
352
   ACBL 328X   American Commercial Lines LLC   601303     1303     Xxxxxx- Owned   [*]
353
   ACBL 329X   American Commercial Lines LLC   601304     1304     Xxxxxx- Owned   [*]
354
   ACBL 330X   American Commercial Lines LLC   601305     1305     Xxxxxx- Owned   [*]
355
   N.M.S. NO. 1408   American Commercial Lines LLC   591305     1305     Inactive   [*]
356
   ACBL 331X   American Commercial Lines LLC   601306     1306     Xxxxxx- 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     Xxxxxx- Owned   [*]
359
   ACBL 334X   American Commercial Lines LLC   601309     1309     Xxxxxx- Owned   [*]
360
   XXXXX 425B   American Commercial Lines LLC   961310     1310     Oversized   [*]
361
   ACBL 1840   American Commercial Lines LLC   601380     1380     Xxxxxx- Owned   [*]
362
   ACBL 1841   American Commercial Lines LLC   601381     1381     Xxxxxx- Owned   [*]
363
   ACBL 1842   American Commercial Lines LLC   601382     1382     Xxxxxx- Owned   [*]
364
   ACBL 1843   American Commercial Lines LLC   601383     1383     Xxxxxx- Owned   [*]
365
   ACBL 1844   American Commercial Lines LLC   601384     1384     Xxxxxx- Owned   [*]
366
   ACBL 1845   American Commercial Lines LLC   601385     1385     Xxxxxx- Owned   [*]
367
   ACBL 1846   American Commercial Lines LLC   601386     1386     Xxxxxx- Owned   [*]
368
   ACBL 1847   American Commercial Lines LLC   601387     1387     Xxxxxx- Owned   [*]
369
   ACBL 1848   American Commercial Lines LLC   601388     1388     Xxxxxx- Owned   [*]
370
   XXXXX XXXXX   American Commercial Lines LLC   641398     1398     Boat   [*]
371
   ACL 9993B   American Commercial Lines LLC   1091403     1403     Xxxxxx- Owned   [*]
372
   ACL 9994B   American Commercial Lines LLC   1091404     1404     Xxxxxx- Owned   [*]
373
   ACL 9995B   American Commercial Lines LLC   1091405     1405     Xxxxxx- Owned   [*]
374
   TPC 346   American Commercial Lines LLC   601441     1441     Xxxxxx- Owned   [*]
375
   TPC 347   American Commercial Lines LLC   601442     1442     Xxxxxx- Owned   [*]
376
   SCNO 7903   American Commercial Lines LLC   601463     1463     Xxxxxx- Owned   [*]
377
   SCNO 7905   American Commercial Lines LLC   601465     1465     Xxxxxx- Owned   [*]
378
   SCNO 7906   American Commercial Lines LLC   601466     1466     Xxxxxx- Owned   [*]
379
   SCNO 7907   American Commercial Lines LLC   601467     1467     Xxxxxx- Owned   [*]
380
   SCNO 7908   American Commercial Lines LLC   601468     1468     Xxxxxx- Owned   [*]
381
   SCNO 7909   American Commercial Lines LLC   601469     1469     Xxxxxx- Owned   [*]
382
   SCNO 7913   American Commercial Lines LLC   601473     1473     Xxxxxx- Owned   [*]
383
   SCNO 7914   American Commercial Lines LLC   601474     1474     Xxxxxx- Owned   [*]
384
   SCNO 7916   American Commercial Lines LLC   601476     1476     Xxxxxx- 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.

 

 

(ACL LOGO)
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     Xxxxxx- Owned   [*]
386
   SCNO 7919   American Commercial Lines LLC   601479     1479     Xxxxxx- Owned   [*]
387
   SCNO 7922B   American Commercial Lines LLC   601482     1482     Xxxxxx- Owned   [*]
388
   SCNO 7923B   American Commercial Lines LLC   601483     1483     Xxxxxx- Owned   [*]
389
   SCNO 7924B   American Commercial Lines LLC   601484     1484     Xxxxxx- Owned   [*]
390
   SCNO 7925B   American Commercial Lines LLC   601485     1485     Xxxxxx- Owned   [*]
391
   SCNO 7926B   American Commercial Lines LLC   601486     1486     Xxxxxx- Owned   [*]
392
   SCNO 7927B   American Commercial Lines LLC   601487     1487     Xxxxxx- Owned   [*]
393
   SCNO 7929B   American Commercial Lines LLC   601489     1489     Xxxxxx- Owned   [*]
394
   SCNO 7930B   American Commercial Lines LLC   601490     1490     Xxxxxx- Owned   [*]
395
   SCNO 7931B   American Commercial Lines LLC   601491     1491     Xxxxxx- Owned   [*]
396
   SCNO 7932B   American Commercial Lines LLC   601492     1492     Xxxxxx- Owned   [*]
397
   SCNO 7933B   American Commercial Lines LLC   601493     1493     Xxxxxx- Owned   [*]
398
   SCNO 7934B   American Commercial Lines LLC   601494     1494     Xxxxxx- Owned   [*]
399
   SCNO 7935B   American Commercial Lines LLC   601495     1495     Xxxxxx- Owned   [*]
400
   DM 3001   American Commercial Lines LLC   641538     1538     Xxxxxx- Owned   [*]
401
   DM 3002   American Commercial Lines LLC   641539     1539     Xxxxxx- Owned   [*]
402
   DM 3003   American Commercial Lines LLC   641540     1540     Xxxxxx- Owned   [*]
403
   DM 3004   American Commercial Lines LLC   641541     1541     Xxxxxx- Owned   [*]
404
   DM 3005   American Commercial Lines LLC   641542     1542     Xxxxxx- Owned   [*]
405
   DM 3006   American Commercial Lines LLC   641543     1543     Xxxxxx- Owned   [*]
406
   DM 3007   American Commercial Lines LLC   641544     1544     Xxxxxx- Owned   [*]
407
   DM 3008   American Commercial Lines LLC   641545     1545     Xxxxxx- Owned   [*]
408
   DM 3009   American Commercial Lines LLC   641546     1546     Xxxxxx- Owned   [*]
409
   DM 3010   American Commercial Lines LLC   641547     1547     Xxxxxx- Owned   [*]
410
   DM 3011   American Commercial Lines LLC   641548     1548     Xxxxxx- Owned   [*]
411
   DM 3012   American Commercial Lines LLC   641549     1549     Xxxxxx- Owned   [*]
412
   DM 3013   American Commercial Lines LLC   641550     1550     Xxxxxx- Owned   [*]
413
   DM 3014   American Commercial Lines LLC   641551     1551     Xxxxxx- Owned   [*]
414
   DM 3015   American Commercial Lines LLC   641552     1552     Xxxxxx- Owned   [*]
415
   DM 3016   American Commercial Lines LLC   641553     1553     Xxxxxx- Owned   [*]
416
   DM 3017   American Commercial Lines LLC   641554     1554     Xxxxxx- Owned   [*]
417
   DM 3018   American Commercial Lines LLC   641555     1555     Xxxxxx- Owned   [*]
418
   DM 3019   American Commercial Lines LLC   641556     1556     Xxxxxx- Owned   [*]
000
   XX XXXXXX ex XXXX XXXXXXX   American Commercial Lines LLC   551557     1557     Boat   [*]
420
   DM 3020   American Commercial Lines LLC   641557     1557     Xxxxxx- Owned   [*]
421
   DM 3021   American Commercial Lines LLC   641558     1558     Xxxxxx- Owned   [*]
422
   DM 3022   American Commercial Lines LLC   641559     1559     Xxxxxx- Owned   [*]
423
   DM 3023   American Commercial Lines LLC   641560     1560     Xxxxxx- Owned   [*]
424
   DM 3024   American Commercial Lines LLC   641561     1561     Xxxxxx- Owned   [*]
425
   DM 3025   American Commercial Lines LLC   641562     1562     Xxxxxx- Owned   [*]
426
   DM 3026   American Commercial Lines LLC   641563     1563     Xxxxxx- Owned   [*]
427
   DM 3027   American Commercial Lines LLC   641564     1564     Xxxxxx- Owned   [*]
428
   DM 3028   American Commercial Lines LLC   641565     1565     Xxxxxx- Owned   [*]
429
   ACBL 402   American Commercial Lines LLC   631566     1566     Xxxxxx- Owned   [*]
430
   DM 3029   American Commercial Lines LLC   641566     1566     Xxxxxx- Owned   [*]
431
   ACBL 403   American Commercial Lines LLC   631567     1567     Xxxxxx- Owned   [*]
432
   DM 3030   American Commercial Lines LLC   641567     1567     Xxxxxx- Owned   [*]
433
   DM 3031   American Commercial Lines LLC   641568     1568     Xxxxxx- Owned   [*]
434
   DM 3032   American Commercial Lines LLC   641569     1569     Xxxxxx- Owned   [*]
435
   DM 3033   American Commercial Lines LLC   641570     1570     Xxxxxx- Owned   [*]
436
   DM 3034   American Commercial Lines LLC   641571     1571     Xxxxxx- Owned   [*]
437
   ACBL 408   American Commercial Lines LLC   631572     1572     Xxxxxx- Owned   [*]
438
   DM 3035   American Commercial Lines LLC   641572     1572     Xxxxxx- Owned   [*]
439
   DM 3036   American Commercial Lines LLC   641573     1573     Xxxxxx- Owned   [*]
440
   DM 3037   American Commercial Lines LLC   641574     1574     Xxxxxx- Owned   [*]
441
   DM 3038   American Commercial Lines LLC   641575     1575     Xxxxxx- Owned   [*]
442
   DM 3039   American Commercial Lines LLC   641576     1576     Xxxxxx- Owned   [*]
443
   DM 3040   American Commercial Lines LLC   641577     1577     Xxxxxx- Owned   [*]
444
   ACBL 4132   American Commercial Lines LLC   631581     1581     Xxxxxx- Owned   [*]
445
   ACBL 4133   American Commercial Lines LLC   631582     1582     Xxxxxx- Owned   [*]
446
   ACBL 4345   American Commercial Lines LLC   631585     1585     Xxxxxx- Owned   [*]
447
   ACBL 4346   American Commercial Lines LLC   631586     1586     Xxxxxx- Owned   [*]
448
   ACBL 4147   American Commercial Lines LLC   631587     1587     Xxxxxx- Owned   [*]
449
   ACBL 4148   American Commercial Lines LLC   631588     1588     Xxxxxx- Owned   [*]
450
   ACBL 4347   American Commercial Lines LLC   631589     1589     Xxxxxx- Owned   [*]
451
   SUNFLOWER   American Commercial Lines LLC   551589     1589     Boat   [*]
452
   ACBL 4149   American Commercial Lines LLC   631590     1590     Xxxxxx- Owned   [*]
453
   CCT 007   American Commercial Lines LLC   571597     1597     Inactive in Use   [*]
454
   ACBL 4251   American Commercial Lines LLC   641603     1603     Xxxxxx- Owned   [*]
455
   CCT 13   American Commercial Lines LLC   571603     1603     Inactive in Use   [*]
456
   XXXXX X. XXXXX   American Commercial Lines LLC   561613     1613     Boat   [*]
457
   WTT 0801   American Commercial Lines LLC   631618     1618     Xxxxxx- Owned   [*]
458
   WTT 0802   American Commercial Lines LLC   631619     1619     Xxxxxx- Owned   [*]
459
   WTT 0803   American Commercial Lines LLC   631620     1620     Xxxxxx- Owned   [*]
460
   WTT 0804   American Commercial Lines LLC   631621     1621     Xxxxxx- 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.

 

 

(ACL LOGO)
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
   XXXXXX X. XXXXXXXX ex PERE MARQUETTE   American Commercial Lines LLC   571622     1622     Boat   [*]
462
   WTT 0805   American Commercial Lines LLC   631622     1622     Xxxxxx- Owned   [*]
463
   WTT 0807   American Commercial Lines LLC   631624     1624     Xxxxxx- Owned   [*]
464
   WTT 0808   American Commercial Lines LLC   631625     1625     Xxxxxx- Owned   [*]
465
   WTT 0809   American Commercial Lines LLC   631626     1626     Xxxxxx- Owned   [*]
466
   WTT 0810   American Commercial Lines LLC   631627     1627     Xxxxxx- Owned   [*]
467
   WTT 0811   American Commercial Lines LLC   631628     1628     Xxxxxx- Owned   [*]
468
   WTT 0812   American Commercial Lines LLC   631629     1629     Xxxxxx- Owned   [*]
469
   WTT 0813   American Commercial Lines LLC   631630     1630     Xxxxxx- Owned   [*]
470
   WTT 0814   American Commercial Lines LLC   631631     1631     Xxxxxx- Owned   [*]
471
   DERRELLL MCKINNEY   American Commercial Lines LLC   641632     1632     Boat   [*]
472
   WTT 0815   American Commercial Lines LLC   631632     1632     Xxxxxx- Owned   [*]
473
   WTT 0816   American Commercial Lines LLC   631633     1633     Xxxxxx- Owned   [*]
474
   WTT 0817   American Commercial Lines LLC   631634     1634     Xxxxxx- Owned   [*]
475
   WTT 0818   American Commercial Lines LLC   631635     1635     Xxxxxx- Owned   [*]
476
   WTT 0820   American Commercial Lines LLC   631637     1637     Xxxxxx- Owned   [*]
477
   WTT 0821   American Commercial Lines LLC   631638     1638     Xxxxxx- Owned   [*]
478
   WTT 0822   American Commercial Lines LLC   631639     1639     Xxxxxx- Owned   [*]
479
   WTT 0823   American Commercial Lines LLC   631640     1640     Xxxxxx- Owned   [*]
480
   WTT 0824   American Commercial Lines LLC   631641     1641     Xxxxxx- Owned   [*]
481
   WTT 0825   American Commercial Lines LLC   631642     1642     Xxxxxx- Owned   [*]
482
   WTT 0826   American Commercial Lines LLC   631643     1643     Xxxxxx- Owned   [*]
483
   WTT 0827   American Commercial Lines LLC   631644     1644     Xxxxxx- Owned   [*]
484
   WTT 0829   American Commercial Lines LLC   631646     1646     Xxxxxx- Owned   [*]
485
   WTT 0830   American Commercial Lines LLC   631647     1647     Xxxxxx- Owned   [*]
486
   WTT 0832   American Commercial Lines LLC   631649     1649     Xxxxxx- Owned   [*]
487
   WTT 0833   American Commercial Lines LLC   631650     1650     Xxxxxx- Owned   [*]
488
   WTT 0834   American Commercial Lines LLC   631651     1651     Xxxxxx- Owned   [*]
489
   WTT 0835   American Commercial Lines LLC   631652     1652     Xxxxxx- Owned   [*]
490
   WTT 0836   American Commercial Lines LLC   631653     1653     Xxxxxx- Owned   [*]
491
   WTT 0837   American Commercial Lines LLC   631654     1654     Xxxxxx- Owned   [*]
492
   WTT 0838   American Commercial Lines LLC   631655     1655     Xxxxxx- Owned   [*]
493
   WTT 0839   American Commercial Lines LLC   631656     1656     Xxxxxx- Owned   [*]
494
   WTT 0840   American Commercial Lines LLC   631657     1657     Xxxxxx- Owned   [*]
495
   WTT 0841   American Commercial Lines LLC   631658     1658     Xxxxxx- Owned   [*]
496
   WTT 0842   American Commercial Lines LLC   631659     1659     Xxxxxx- Owned   [*]
497
   WTT 0843   American Commercial Lines LLC   631660     1660     Xxxxxx- Owned   [*]
498
   WTT 0844   American Commercial Lines LLC   631661     1661     Xxxxxx- Owned   [*]
499
   WTT 0845   American Commercial Lines LLC   631662     1662     Xxxxxx- Owned   [*]
500
   WTT 0846   American Commercial Lines LLC   631663     1663     Xxxxxx- Owned   [*]
501
   WTT 0847   American Commercial Lines LLC   631664     1664     Xxxxxx- Owned   [*]
502
   WTT 0848   American Commercial Lines LLC   631665     1665     Xxxxxx- Owned   [*]
503
   CHEM 155   American Commercial Lines LLC   981666     1666     Jumbo   [*]
504
   WTT 0849   American Commercial Lines LLC   631666     1666     Xxxxxx- Owned   [*]
505
   WTT 0850   American Commercial Lines LLC   631667     1667     Xxxxxx- Owned   [*]
506
   ACBL 4300   American Commercial Lines LLC   631669     1669     Xxxxxx- Owned   [*]
507
   ACBL 4301   American Commercial Lines LLC   631670     1670     Xxxxxx- Owned   [*]
508
   TA 2004B   American Commercial Lines LLC   631673     1673     Xxxxxx- Owned   [*]
509
   TA 2006B   American Commercial Lines LLC   631675     1675     Xxxxxx- Owned   [*]
510
   TA 2008B   American Commercial Lines LLC   631677     1677     Inactive in Use   [*]
511
   CCT 189   American Commercial Lines LLC   621684     1684     Xxxxxx- Owned   [*]
512
   CCT 190   American Commercial Lines LLC   621685     1685     Xxxxxx- Owned   [*]
513
   CCT 192   American Commercial Lines LLC   621687     1687     Xxxxxx- Owned   [*]
514
   CCT 193   American Commercial Lines LLC   621688     1688     Xxxxxx- Owned   [*]
515
   CCT 282   American Commercial Lines LLC   641692     1692     Xxxxxx- Owned   [*]
516
   CCT 283   American Commercial Lines LLC   641693     1693     Xxxxxx- Owned   [*]
517
   CCT 284   American Commercial Lines LLC   641694     1694     Xxxxxx- Owned   [*]
518
   ACL 01163   American Commercial Lines LLC   1121695     1695     Fiberglass Lift Covers, Rake Hull   [*]
519
   CCT 285   American Commercial Lines LLC   641695     1695     Xxxxxx- Owned   [*]
520
   ACL 01164   American Commercial Lines LLC   1121696     1696     Fiberglass Lift Covers, Rake Hull   [*]
521
   CCT 286   American Commercial Lines LLC   641696     1696     Xxxxxx- 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.

 

 

(ACL LOGO)
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
   XXXXX 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     Xxxxxx- 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
   XXXX   American Commercial Lines LLC   641764     1764     Boat   [*]
582
   ACBL 4302   American Commercial Lines LLC   631794     1794     Xxxxxx- Owned   [*]
583
   ACBL 4303   American Commercial Lines LLC   631795     1795     Xxxxxx- Owned   [*]
584
   XXXXX XXXXXXXXX   American Commercial Lines LLC   551830     1830     Boat   [*]
585
   ACBL 4343   American Commercial Lines LLC   631858     1858     Xxxxxx- Owned   [*]
586
   ACBL 4344   American Commercial Lines LLC   631859     1859     Xxxxxx- Owned   [*]
587
   XXXXX XXXXXXX   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
   XXXXX X. XXXXX   American Commercial Lines LLC   561873     1873     Boat   [*]
593
   ACBL 4209   American Commercial Lines LLC   621879     1879     Xxxxxx- Owned   [*]
594
   ACBL 4210   American Commercial Lines LLC   621880     1880     Xxxxxx- Owned   [*]
595
   ACBL 4211   American Commercial Lines LLC   621881     1881     Xxxxxx- Owned   [*]
596
   ACBL 4245   American Commercial Lines LLC   621883     1883     Xxxxxx- 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     Xxxxxx- Owned   [*]
601
   ACBL 2917   American Commercial Lines LLC   571933     1933     Inactive in Use   [*]
602
   ACBL 2918   American Commercial Lines LLC   571934     1934     Xxxxxx- Owned   [*]
603
   ACBL 2923   American Commercial Lines LLC   571939     1939     Xxxxxx- Owned   [*]
604
   ACBL 2928   American Commercial Lines LLC   571944     1944     Xxxxxx- Owned   [*]
605
   ACBL 2930   American Commercial Lines LLC   571946     1946     Xxxxxx- Owned   [*]
606
   ACBL 2931   American Commercial Lines LLC   571947     1947     Xxxxxx- Owned   [*]
607
   ACBL 2936   American Commercial Lines LLC   571952     1952     Inactive in Use   [*]
608
   ACBL 2938   American Commercial Lines LLC   571954     1954     Xxxxxx- Owned   [*]
609
   ACBL 3270   American Commercial Lines LLC   971954     1954     Xxxxxx- Owned   [*]
610
   ACBL 2939   American Commercial Lines LLC   571955     1955     Inactive in Use   [*]
611
   ACBL 2940   American Commercial Lines LLC   571956     1956     Xxxxxx- Owned   [*]
612
   ACBL 3272   American Commercial Lines LLC   971956     1956     Xxxxxx- Owned   [*]
613
   ACBL 3273   American Commercial Lines LLC   971957     1957     Xxxxxx- 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.

 

 

(ACL LOGO)
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     Xxxxxx- Owned   [*]
615
   TTBL 4010   American Commercial Lines LLC   611978     1978     Xxxxxx- Owned   [*]
616
   TTBL 4011   American Commercial Lines LLC   611979     1979     Xxxxxx- Owned   [*]
617
   TTBL 4012   American Commercial Lines LLC   611980     1980     Xxxxxx- Owned   [*]
618
   TTBL 4013   American Commercial Lines LLC   611981     1981     Xxxxxx- Owned   [*]
619
   906   American Commercial Lines LLC   501985     1985     Inactive in Use   [*]
620
   ACL 9717B   American Commercial Lines LLC   1052005     2005     Xxxxxx- Owned   [*]
621
   ACL 9718B   American Commercial Lines LLC   1052006     2006     Xxxxxx- Owned   [*]
622
   ACL 9719B   American Commercial Lines LLC   1052007     2007     Xxxxxx- Owned   [*]
623
   ACL 9720B   American Commercial Lines LLC   1052008     2008     Xxxxxx- Owned   [*]
624
   ACL 9721B   American Commercial Lines LLC   1052009     2009     Xxxxxx- 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     Xxxxxx- 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     Xxxxxx- Owned   [*]
629
   ACL 9724B   American Commercial Lines LLC   1052018     2018     Xxxxxx- Owned   [*]
630
   ACL 9725B   American Commercial Lines LLC   1052020     2020     Xxxxxx- Owned   [*]
631
   ACL 9726B   American Commercial Lines LLC   1052023     2023     Xxxxxx- Owned   [*]
632
   ACL 9737B   American Commercial Lines LLC   1052037     2037     Xxxxxx- Owned   [*]
633
   ACL 9738B   American Commercial Lines LLC   1052038     2038     Xxxxxx- Owned   [*]
634
   ACL 9739B   American Commercial Lines LLC   1052039     2039     Xxxxxx- Owned   [*]
635
   ACL 9740B   American Commercial Lines LLC   1052040     2040     Xxxxxx- Owned   [*]
636
   ACL 9741B   American Commercial Lines LLC   1052041     2041     Xxxxxx- Owned   [*]
637
   ACL 9742B   American Commercial Lines LLC   1052042     2042     Xxxxxx- Owned   [*]
638
   ACL 9743B   American Commercial Lines LLC   1052043     2043     Xxxxxx- Owned   [*]
639
   ACL 9744B   American Commercial Lines LLC   1052044     2044     Xxxxxx- Owned   [*]
640
   ACL 9745B   American Commercial Lines LLC   1052045     2045     Xxxxxx- Owned   [*]
641
   ACL 9746B   American Commercial Lines LLC   1052046     2046     Xxxxxx- Owned   [*]
642
   ACL 9727B   American Commercial Lines LLC   1052047     2047     Xxxxxx- Owned   [*]
643
   ACL 9728B   American Commercial Lines LLC   1052048     2048     Xxxxxx- Owned   [*]
644
   ACL 9729B   American Commercial Lines LLC   1052049     2049     Xxxxxx- Owned   [*]
645
   ACL 9730B   American Commercial Lines LLC   1052050     2050     Xxxxxx- Owned   [*]
646
   ACL 9731B   American Commercial Lines LLC   1052051     2051     Xxxxxx- Owned   [*]
647
   ACL 9732B   American Commercial Lines LLC   1052052     2052     Xxxxxx- Owned   [*]
648
   ACL 9733B   American Commercial Lines LLC   1052053     2053     Xxxxxx- Owned   [*]
649
   ACL 9734B   American Commercial Lines LLC   1052054     2054     Xxxxxx- Owned   [*]
650
   ACL 9735B   American Commercial Lines LLC   1052055     2055     Xxxxxx- Owned   [*]
651
   ACL 9736B   American Commercial Lines LLC   1052056     2056     Xxxxxx- Owned   [*]
652
   XXX XXXXXXX   American Commercial Lines LLC   562078     2078     Boat   [*]
653
   CHEM 1126   American Commercial Lines LLC   632079     2079     Jumbo   [*]
654
   XXXXXX XXXXXX   American Commercial Lines LLC   582087     2087     Boat   [*]
655
   ACBL 4134   American Commercial Lines LLC   632102     2102     Xxxxxx- Owned   [*]
656
   ACL 06600   American Commercial Lines LLC   1182130     0000     Xxxxx Xxxx Xxxxxx, Xxx Xxxx   [*]
657
   ACL 06601   American Commercial Lines LLC   1182131     0000     Xxxxx Xxxx Xxxxxx, Xxx Xxxx   [*]
658
   ACL 06602   American Commercial Lines LLC   1182132     0000     Xxxxx Xxxx Xxxxxx, Xxx Xxxx   [*]
659
   ACL 06603   American Commercial Lines LLC   1182133     0000     Xxxxx Xxxx Xxxxxx, Xxx Xxxx   [*]
660
   ACL 06604   American Commercial Lines LLC   1182134     0000     Xxxxx Xxxx Xxxxxx, Xxx Xxxx   [*]
661
   ACL 06605   American Commercial Lines LLC   1182135     0000     Xxxxx Xxxx Xxxxxx, Xxx Xxxx   [*]
662
   ACL 06606   American Commercial Lines LLC   1182136     0000     Xxxxx Xxxx Xxxxxx, Xxx Xxxx   [*]
663
   ACL 06607   American Commercial Lines LLC   1182137     0000     Xxxxx Xxxx Xxxxxx, Xxx Xxxx   [*]
664
   ACL 06608   American Commercial Lines LLC   1182138     0000     Xxxxx Xxxx Xxxxxx, Xxx Xxxx   [*]
665
   ACL 06609   American Commercial Lines LLC   1182139     0000     Xxxxx Xxxx Xxxxxx, Xxx Xxxx   [*]
666
   ACL 06610   American Commercial Lines LLC   1182140     0000     Xxxxx Xxxx Xxxxxx, Xxx Xxxx   [*]
667
   ACL 06611   American Commercial Lines LLC   1182141     0000     Xxxxx Xxxx Xxxxxx, Xxx Xxxx   [*]
668
   ACL 06612   American Commercial Lines LLC   1182142     0000     Xxxxx Xxxx Xxxxxx, Xxx Xxxx   [*]
669
   ACL 06613   American Commercial Lines LLC   1182143     0000     Xxxxx Xxxx Xxxxxx, Xxx Xxxx   [*]
670
   ACL 06614   American Commercial Lines LLC   1182144     0000     Xxxxx Xxxx Xxxxxx, Xxx Xxxx   [*]
671
   ACL 06615   American Commercial Lines LLC   1182145     0000     Xxxxx Xxxx Xxxxxx, Xxx Xxxx   [*]
672
   ACL 06616   American Commercial Lines LLC   1182146     0000     Xxxxx Xxxx Xxxxxx, Xxx Xxxx   [*]
673
   ACL 06617   American Commercial Lines LLC   1182147     0000     Xxxxx Xxxx Xxxxxx, Xxx Xxxx   [*]
674
   ACL 06618   American Commercial Lines LLC   1182148     0000     Xxxxx Xxxx Xxxxxx, Xxx Xxxx   [*]
675
   ACL 06619   American Commercial Lines LLC   1182149     0000     Xxxxx Xxxx Xxxxxx, Xxx Xxxx   [*]
676
   ACL 06620   American Commercial Lines LLC   1182150     0000     Xxxxx Xxxx Xxxxxx, Xxx Xxxx   [*]
677
   ACL 06621   American Commercial Lines LLC   1182151     0000     Xxxxx Xxxx Xxxxxx, Xxx Xxxx   [*]
678
   ACL 06622   American Commercial Lines LLC   1182152     0000     Xxxxx Xxxx Xxxxxx, Xxx Xxxx   [*]
679
   ACL 06623   American Commercial Lines LLC   1182153     0000     Xxxxx Xxxx Xxxxxx, Xxx Xxxx   [*]
680
   ACL 06624   American Commercial Lines LLC   1182154     0000     Xxxxx Xxxx Xxxxxx, Xxx Xxxx   [*]
681
   ACL 06625   American Commercial Lines LLC   1182155     0000     Xxxxx Xxxx Xxxxxx, Xxx Xxxx   [*]
682
   ACL 06626   American Commercial Lines LLC   1182156     0000     Xxxxx Xxxx Xxxxxx, Xxx Xxxx   [*]
683
   ACL 06627   American Commercial Lines LLC   1182157     0000     Xxxxx Xxxx Xxxxxx, Xxx Xxxx   [*]
684
   ACL 06628   American Commercial Lines LLC   1182158     0000     Xxxxx Xxxx Xxxxxx, Xxx Xxxx   [*]
685
   ACL 06629   American Commercial Lines LLC   1182159     0000     Xxxxx Xxxx Xxxxxx, Xxx Xxxx   [*]
686
   ACL 06630   American Commercial Lines LLC   1182160     0000     Xxxxx Xxxx Xxxxxx, Xxx Xxxx   [*]
687
   ACL 06631   American Commercial Lines LLC   1182162     0000     Xxxxx Xxxx Xxxxxx, Xxx Xxxx   [*]
688
   ACL 06632   American Commercial Lines LLC   1182163     0000     Xxxxx Xxxx Xxxxxx, Xxx Xxxx   [*]
689
   ACL 06633   American Commercial Lines LLC   1182164     0000     Xxxxx Xxxx Xxxxxx, Xxx Xxxx   [*]
690
   ACL 06634   American Commercial Lines LLC   1182165     0000     Xxxxx Xxxx Xxxxxx, Xxx Xxxx   [*]
 
[*]   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.

 

 

(ACL LOGO)
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     0000     Xxxxx Xxxx Xxxxxx, Xxx Xxxx   [*]
692
   YAZOO CITY   American Commercial Lines LLC   542166     2166     Boat   [*]
693
   ACL 06636   American Commercial Lines LLC   1182167     0000     Xxxxx Xxxx Xxxxxx, Xxx Xxxx   [*]
694
   ACL 06637   American Commercial Lines LLC   1182168     0000     Xxxxx Xxxx Xxxxxx, Xxx Xxxx   [*]
695
   ACL 06638   American Commercial Lines LLC   1182169     0000     Xxxxx Xxxx Xxxxxx, Xxx Xxxx   [*]
696
   ACL 06639   American Commercial Lines LLC   1182170     0000     Xxxxx Xxxx Xxxxxx, Xxx Xxxx   [*]
697
   ACL 06640   American Commercial Lines LLC   1182171     0000     Xxxxx Xxxx Xxxxxx, Xxx Xxxx   [*]
698
   ACL 06641   American Commercial Lines LLC   1182172     0000     Xxxxx Xxxx Xxxxxx, Xxx Xxxx   [*]
699
   ACL 06642   American Commercial Lines LLC   1182173     0000     Xxxxx Xxxx Xxxxxx, Xxx Xxxx   [*]
700
   ACL 06643   American Commercial Lines LLC   1182175     0000     Xxxxx Xxxx Xxxxxx, Xxx Xxxx   [*]
701
   ACL 06644   American Commercial Lines LLC   1182176     0000     Xxxxx Xxxx Xxxxxx, Xxx Xxxx   [*]
702
   ACL 06645   American Commercial Lines LLC   1182177     0000     Xxxxx Xxxx Xxxxxx, Xxx Xxxx   [*]
703
   ACL 06646   American Commercial Lines LLC   1182178     0000     Xxxxx Xxxx Xxxxxx, Xxx Xxxx   [*]
704
   ACL 06647   American Commercial Lines LLC   1182179     0000     Xxxxx Xxxx Xxxxxx, Xxx Xxxx   [*]
705
   ACL 06648   American Commercial Lines LLC   1182181     0000     Xxxxx Xxxx Xxxxxx, Xxx Xxxx   [*]
706
   ACL 06649   American Commercial Lines LLC   1182182     0000     Xxxxx Xxxx Xxxxxx, Xxx Xxxx   [*]
707
   ACBL 3026   American Commercial Lines LLC   582185     2185     Xxxxxx- Owned   [*]
708
   ACBL 3028   American Commercial Lines LLC   582187     2187     Xxxxxx- Owned   [*]
709
   ACBL 3029   American Commercial Lines LLC   582188     2188     Xxxxxx- Owned   [*]
710
   ACBL 3030   American Commercial Lines LLC   582189     2189     Xxxxxx- Owned   [*]
711
   ACBL 3031   American Commercial Lines LLC   582190     2190     Xxxxxx- Owned   [*]
712
   ACBL 3032   American Commercial Lines LLC   582191     2191     Xxxxxx- Owned   [*]
713
   ACBL 3033   American Commercial Lines LLC   582192     2192     Xxxxxx- Owned   [*]
714
   ACBL 3034   American Commercial Lines LLC   582193     2193     Xxxxxx- Owned   [*]
715
   ACBL 3035   American Commercial Lines LLC   582194     2194     Xxxxxx- Owned   [*]
716
   ACBL 3037   American Commercial Lines LLC   582196     2196     Xxxxxx- Owned   [*]
717
   ACBL 3038   American Commercial Lines LLC   582197     2197     Xxxxxx- Owned   [*]
718
   ACBL 3039   American Commercial Lines LLC   582198     2198     Xxxxxx- Owned   [*]
719
   ACBL 3040   American Commercial Lines LLC   582199     2199     Xxxxxx- Owned   [*]
720
   ACBL 3041   American Commercial Lines LLC   582200     2200     Xxxxxx- Owned   [*]
721
   ACBL 3042   American Commercial Lines LLC   582201     2201     Xxxxxx- Owned   [*]
722
   ACBL 3043   American Commercial Lines LLC   582202     2202     Xxxxxx- Owned   [*]
723
   ACBL 3045   American Commercial Lines LLC   582204     2204     Xxxxxx- Owned   [*]
724
   CCT 334   American Commercial Lines LLC   562204     2204     Xxxxxx- Owned   [*]
725
   ACBL 3046   American Commercial Lines LLC   582205     2205     Xxxxxx- Owned   [*]
726
   ACBL 3047   American Commercial Lines LLC   582206     2206     Xxxxxx- Owned   [*]
727
   ACBL 3048   American Commercial Lines LLC   582207     2207     Xxxxxx- Owned   [*]
728
   CCT 337   American Commercial Lines LLC   562207     2207     Xxxxxx- Owned   [*]
729
   ACBL 3049   American Commercial Lines LLC   582208     2208     Xxxxxx- Owned   [*]
730
   ACBL 3050   American Commercial Lines LLC   582209     2209     Xxxxxx- Owned   [*]
731
   CCT 339   American Commercial Lines LLC   562209     2209     Xxxxxx- Owned   [*]
732
   CHEM 213   American Commercial Lines LLC   512209     2209     Jumbo   [*]
733
   CCT 340   American Commercial Lines LLC   562210     2210     Xxxxxx- Owned   [*]
734
   CHEM 214   American Commercial Lines LLC   512210     2210     Jumbo   [*]
735
   ACBL 3052   American Commercial Lines LLC   582211     2211     Xxxxxx- Owned   [*]
736
   CHEM 215   American Commercial Lines LLC   512211     2211     Non-COI   [*]
737
   ACBL 3053   American Commercial Lines LLC   582212     2212     Xxxxxx- Owned   [*]
738
   CCT 342   American Commercial Lines LLC   562212     2212     Xxxxxx- Owned   [*]
739
   ACBL 3054   American Commercial Lines LLC   582213     2213     Xxxxxx- Owned   [*]
740
   ACBL 3056   American Commercial Lines LLC   582215     2215     Xxxxxx- Owned   [*]
741
   ACBL 3057   American Commercial Lines LLC   582216     2216     Xxxxxx- Owned   [*]
742
   CCT 346   American Commercial Lines LLC   562216     2216     Xxxxxx- Owned   [*]
743
   ACBL 3058   American Commercial Lines LLC   582217     2217     Xxxxxx- Owned   [*]
744
   ACBL 3059   American Commercial Lines LLC   582218     2218     Xxxxxx- Owned   [*]
745
   CCT 348   American Commercial Lines LLC   562218     2218     Inactive   [*]
746
   ACBL 3060   American Commercial Lines LLC   582219     2219     Xxxxxx- Owned   [*]
747
   CCT 350   American Commercial Lines LLC   562220     2220     Xxxxxx- Owned   [*]
748
   CCT 351   American Commercial Lines LLC   562221     2221     Xxxxxx- Owned   [*]
749
   ACBL 3063   American Commercial Lines LLC   582222     2222     Xxxxxx- Owned   [*]
750
   CCT 353   American Commercial Lines LLC   562223     2223     Xxxxxx- Owned   [*]
751
   ACBL 3066   American Commercial Lines LLC   582225     2225     Xxxxxx- Owned   [*]
752
   ACBL 3067   American Commercial Lines LLC   582226     2226     Xxxxxx- Owned   [*]
753
   ACBL 3068   American Commercial Lines LLC   582227     2227     Inactive in Use   [*]
754
   ACBL 3069   American Commercial Lines LLC   582228     2228     Xxxxxx- Owned   [*]
755
   ACBL 3070   American Commercial Lines LLC   582229     2229     Xxxxxx- Owned   [*]
756
   ACBL 3071   American Commercial Lines LLC   582230     2230     Xxxxxx- Owned   [*]
757
   CCT 360   American Commercial Lines LLC   562230     2230     Xxxxxx- Owned   [*]
758
   ACBL 3072   American Commercial Lines LLC   582231     2231     Inactive in Use   [*]
759
   ACBL 3073   American Commercial Lines LLC   582232     2232     Xxxxxx- Owned   [*]
760
   ACBL 3074   American Commercial Lines LLC   582233     2233     Xxxxxx- Owned   [*]
761
   ACBL 3075   American Commercial Lines LLC   582234     2234     Xxxxxx- Owned   [*]
762
   ACBL 3076   American Commercial Lines LLC   582235     2235     Xxxxxx- Owned   [*]
763
   ACBL 3077   American Commercial Lines LLC   582236     2236     Xxxxxx- Owned   [*]
764
   ACBL 3078   American Commercial Lines LLC   582237     2237     Xxxxxx- Owned   [*]
765
   ACBL 3079   American Commercial Lines LLC   582238     2238     Xxxxxx- Owned   [*]
766
   XXXXX 444   American Commercial Lines LLC   992305     2305     Oversized   [*]
767
   XXXX XXXXXX   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.

 

 

(ACL LOGO)
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     Xxxxxx- Owned   [*]
770
   TTBL 4207   American Commercial Lines LLC   602375     2375     Xxxxxx- Owned   [*]
771
   ACBL 4314   American Commercial Lines LLC   612383     2383     Xxxxxx- Owned   [*]
772
   ACBL 4317   American Commercial Lines LLC   612384     2384     Xxxxxx- Owned   [*]
773
   ACBL 4316   American Commercial Lines LLC   612388     2388     Xxxxxx- Owned   [*]
774
   ACBL 4309   American Commercial Lines LLC   612389     2389     Xxxxxx- Owned   [*]
775
   ACBL 4310   American Commercial Lines LLC   612390     2390     Xxxxxx- Owned   [*]
776
   ACBL 4319   American Commercial Lines LLC   612392     2392     Xxxxxx- Owned   [*]
777
   ACBL 4312   American Commercial Lines LLC   612393     2393     Xxxxxx- Owned   [*]
778
   ACBL 4320   American Commercial Lines LLC   612394     2394     Xxxxxx- Owned   [*]
779
   ACBL 4321   American Commercial Lines LLC   612395     2395     Xxxxxx- Owned   [*]
780
   ACBL 4322   American Commercial Lines LLC   612396     2396     Xxxxxx- Owned   [*]
781
   ACBL 4313   American Commercial Lines LLC   612397     2397     Xxxxxx- Owned   [*]
782
   VLB 75102   American Commercial Lines LLC   562411     2411     Inactive in Use   [*]
783
   ACBL 4063   American Commercial Lines LLC   612420     2420     Xxxxxx- Owned   [*]
784
   ACBL 4046   American Commercial Lines LLC   612422     2422     Xxxxxx- Owned   [*]
785
   ACBL 4061   American Commercial Lines LLC   612423     2423     Xxxxxx- Owned   [*]
786
   ACBL 4059   American Commercial Lines LLC   612424     2424     Xxxxxx- Owned   [*]
787
   ACBL 4052   American Commercial Lines LLC   612425     2425     Xxxxxx- Owned   [*]
788
   ACBL 4053   American Commercial Lines LLC   612426     2426     Xxxxxx- Owned   [*]
789
   ACBL 4070   American Commercial Lines LLC   612427     2427     Xxxxxx- Owned   [*]
790
   ACBL 4048   American Commercial Lines LLC   612429     2429     Xxxxxx- Owned   [*]
791
   ACBL 4049   American Commercial Lines LLC   612430     2430     Xxxxxx- Owned   [*]
792
   ACBL 4050   American Commercial Lines LLC   612432     2432     Xxxxxx- Owned   [*]
793
   ACBL 4051   American Commercial Lines LLC   612433     2433     Xxxxxx- Owned   [*]
794
   ACBL 4127   American Commercial Lines LLC   612434     2434     Xxxxxx- Owned   [*]
795
   ACBL 4128   American Commercial Lines LLC   612435     2435     Xxxxxx- 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     Xxxxxx- Owned   [*]
798
   ACBL 4130   American Commercial Lines LLC   612437     2437     Xxxxxx- Owned   [*]
799
   ACBL 4131   American Commercial Lines LLC   612438     2438     Xxxxxx- Owned   [*]
800
   ACBL 4342   American Commercial Lines LLC   622461     2461     Xxxxxx- Owned   [*]
801
   MV 6671   American Commercial Lines LLC   502476     2476     Inactive in Use   [*]
802
   ACBL 4356   American Commercial Lines LLC   602514     2514     Xxxxxx- Owned   [*]
803
   ACBL 4327   American Commercial Lines LLC   602523     2523     Xxxxxx- Owned   [*]
804
   XXXXX 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
   XXXXXX X. XXXXXX   American Commercial Lines LLC   612604     2604     Boat   [*]
813
   XXX XXXXX   American Commercial Lines LLC   642652     2652     Boat   [*]
814
   AGS 1106   American Commercial Lines LLC   632676     2676     Xxxxxx- Owned   [*]
815
   XXX 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     Xxxxxx- Owned   [*]
820
   ACBL 1421   American Commercial Lines LLC   682749     2749     Xxxxxx- Owned   [*]
821
   ACBL 1422   American Commercial Lines LLC   682750     2750     Xxxxxx- Owned   [*]
822
   ACBL 1423   American Commercial Lines LLC   682751     2751     Xxxxxx- Owned   [*]
823
   ACBL 1424   American Commercial Lines LLC   682752     2752     Xxxxxx- Owned   [*]
824
   ACBL 1425   American Commercial Lines LLC   682753     2753     Xxxxxx- Owned   [*]
825
   ACBL 1426   American Commercial Lines LLC   682754     2754     Xxxxxx- Owned   [*]
826
   ACBL 1427   American Commercial Lines LLC   682755     2755     Xxxxxx- Owned   [*]
827
   ACBL 1428   American Commercial Lines LLC   682756     2756     Xxxxxx- Owned   [*]
828
   ACBL 1429   American Commercial Lines LLC   682757     2757     Xxxxxx- Owned   [*]
829
   ACBL 1430   American Commercial Lines LLC   682758     2758     Xxxxxx- Owned   [*]
830
   ACBL 1431   American Commercial Lines LLC   682759     2759     Xxxxxx- Owned   [*]
831
   ACBL 1432   American Commercial Lines LLC   682760     2760     Xxxxxx- Owned   [*]
832
   ACBL 1433   American Commercial Lines LLC   682761     2761     Xxxxxx- Owned   [*]
833
   ACBL 1434   American Commercial Lines LLC   682762     2762     Xxxxxx- Owned   [*]
834
   ACBL 1435   American Commercial Lines LLC   682763     2763     Xxxxxx- Owned   [*]
835
   ACBL 1436   American Commercial Lines LLC   682764     2764     Xxxxxx- Owned   [*]
836
   CHEM 147   American Commercial Lines LLC   562764     2764     Jumbo   [*]
837
   ACBL 1437   American Commercial Lines LLC   682765     2765     Xxxxxx- Owned   [*]
838
   CHEM 148   American Commercial Lines LLC   562765     2765     Jumbo   [*]
839
   ACBL 1438   American Commercial Lines LLC   682766     2766     Xxxxxx- Owned   [*]
840
   CHEM 149   American Commercial Lines LLC   562766     2766     Jumbo   [*]
841
   ACBL 1439   American Commercial Lines LLC   682767     2767     Xxxxxx- Owned   [*]
842
   ACBL 1440   American Commercial Lines LLC   682768     2768     Xxxxxx- Owned   [*]
843
   ACBL 1441   American Commercial Lines LLC   682769     2769     Xxxxxx- Owned   [*]
844
   ACBL 1442   American Commercial Lines LLC   682770     2770     Xxxxxx- 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.

 

 

(ACL LOGO)
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     Xxxxxx- Owned   [*]
846
   ACBL 1444   American Commercial Lines LLC   682772     2772     Xxxxxx- Owned   [*]
847
   ACBL 1445   American Commercial Lines LLC   682774     2774     Xxxxxx- Owned   [*]
848
   X.X. XXXXXXXX   American Commercial Lines LLC   292775     2775     Boat   [*]
849
   ACBL 1446   American Commercial Lines LLC   682775     2775     Xxxxxx- Owned   [*]
850
   ACBL 1447   American Commercial Lines LLC   682776     2776     Xxxxxx- Owned   [*]
851
   ACBL 1448   American Commercial Lines LLC   682777     2777     Xxxxxx- Owned   [*]
852
   ACBL 1449   American Commercial Lines LLC   682778     2778     Xxxxxx- Owned   [*]
853
   ACBL 1450   American Commercial Lines LLC   682779     2779     Xxxxxx- Owned   [*]
854
   ACBL 1451   American Commercial Lines LLC   682780     2780     Xxxxxx- Owned   [*]
855
   ACBL 1452   American Commercial Lines LLC   682781     2781     Xxxxxx- Owned   [*]
856
   ACBL 1453   American Commercial Lines LLC   682782     2782     Xxxxxx- Owned   [*]
857
   ACBL 1454   American Commercial Lines LLC   682783     2783     Xxxxxx- Owned   [*]
858
   ACBL 3255   American Commercial Lines LLC   682784     2784     Xxxxxx- Owned   [*]
859
   ACBL 3257   American Commercial Lines LLC   682786     2786     Xxxxxx- Owned   [*]
860
   ACBL 3258   American Commercial Lines LLC   682787     2787     Xxxxxx- Owned   [*]
861
   ACBL 3260   American Commercial Lines LLC   682789     2789     Xxxxxx- Owned   [*]
862
   ACBL 3261   American Commercial Lines LLC   682790     2790     Xxxxxx- Owned   [*]
863
   ACBL 3262   American Commercial Lines LLC   682791     2791     Xxxxxx- Owned   [*]
864
   ACBL 3263   American Commercial Lines LLC   682792     2792     Xxxxxx- Owned   [*]
865
   ACBL 3264   American Commercial Lines LLC   682793     2793     Xxxxxx- Owned   [*]
000
   X X XXXXXX   Xxxxxxxx Xxxxxxxxxx Xxxxx XXX   000000     2799     Boat   [*]
867
   VLB 8103   American Commercial Lines LLC   632855     2855     Xxxxxx- Owned   [*]
868
   VLB 8104   American Commercial Lines LLC   632856     2856     Xxxxxx- 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     Xxxxxx- Owned   [*]
876
   WBC 11   American Commercial Lines LLC   612885     2885     Jumbo   [*]
877
   M/V XXXXX X XXXX   American Commercial Lines LLC   582892     2892     Boat   [*]
878
   XXXXX L   American Commercial Lines LLC   652922     2922     Boat   [*]
879
   XXXXX XXXXXXXX   American Commercial Lines LLC   582933     2933     Boat   [*]
880
   ACBL 4338   American Commercial Lines LLC   622954     2954     Xxxxxx- Owned   [*]
881
   ACBL 4354   American Commercial Lines LLC   622955     2955     Xxxxxx- Owned   [*]
882
   ACBL 4355   American Commercial Lines LLC   622957     2957     Xxxxxx- Owned   [*]
883
   XXXXX XXXX   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
   XXXXX X. XXXXXX   American Commercial Lines LLC   503329     3329     Boat   [*]
907
   SCNO 7936B   American Commercial Lines LLC   603336     3336     Xxxxxx- Owned   [*]
908
   SCNO 7937B   American Commercial Lines LLC   603337     3337     Xxxxxx- Owned   [*]
909
   SCNO 7938B   American Commercial Lines LLC   603338     3338     Xxxxxx- Owned   [*]
910
   SCNO 7939B   American Commercial Lines LLC   603339     3339     Xxxxxx- Owned   [*]
911
   SCNO 7940B   American Commercial Lines LLC   603340     3340     Xxxxxx- 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
   XXXXX 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.

 

 

(ACL LOGO)
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     Xxxxxx- Owned   [*]
936
   ACBL 4145   American Commercial Lines LLC   643445     3445     Xxxxxx- Owned   [*]
937
   XXXXX X. XXXXXX   American Commercial Lines LLC   623460     3460     Boat   [*]
938
   XXXXX 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
   XXXXXX XXXXXXX   American Commercial Lines LLC   583466     3466     Boat   [*]
942
   SCNO 8101   American Commercial Lines LLC   633481     3481     Xxxxxx- Owned   [*]
943
   SCNO 8102   American Commercial Lines LLC   633482     3482     Xxxxxx- Owned   [*]
944
   SCNO 8103   American Commercial Lines LLC   633483     3483     Xxxxxx- Owned   [*]
945
   SCNO 8104   American Commercial Lines LLC   633484     3484     Xxxxxx- Owned   [*]
946
   SCNO 8105   American Commercial Lines LLC   633485     3485     Xxxxxx- Owned   [*]
947
   SCNO 8106   American Commercial Lines LLC   633486     3486     Xxxxxx- Owned   [*]
948
   SCNO 8107   American Commercial Lines LLC   633487     3487     Xxxxxx- Owned   [*]
949
   SCNO 8108   American Commercial Lines LLC   633488     3488     Xxxxxx- Owned   [*]
950
   SCNO 8109   American Commercial Lines LLC   633489     3489     Xxxxxx- Owned   [*]
951
   SCNO 8110   American Commercial Lines LLC   633490     3490     Xxxxxx- Owned   [*]
952
   SCNO 8111   American Commercial Lines LLC   633491     3491     Xxxxxx- Owned   [*]
953
   SCNO 8112   American Commercial Lines LLC   633492     3492     Xxxxxx- Owned   [*]
954
   SCNO 8113   American Commercial Lines LLC   633493     3493     Xxxxxx- Owned   [*]
955
   SCNO 8114   American Commercial Lines LLC   633494     3494     Xxxxxx- Owned   [*]
956
   SCNO 8115   American Commercial Lines LLC   633495     3495     Xxxxxx- Owned   [*]
957
   SCNO 8116   American Commercial Lines LLC   633496     3496     Xxxxxx- Owned   [*]
958
   SCNO 8117   American Commercial Lines LLC   633497     3497     Xxxxxx- Owned   [*]
959
   CHEM 161   American Commercial Lines LLC   993498     3498     Jumbo   [*]
960
   SCNO 8118   American Commercial Lines LLC   633498     3498     Xxxxxx- Owned   [*]
961
   CHEM 162   American Commercial Lines LLC   993499     3499     Jumbo   [*]
962
   XXXXX XXXXXXX   American Commercial Lines LLC   553499     3499     Boat   [*]
963
   SCNO 8119   American Commercial Lines LLC   633499     3499     Xxxxxx- Owned   [*]
964
   CHEM 163   American Commercial Lines LLC   993500     3500     Jumbo   [*]
965
   SCNO 8120   American Commercial Lines LLC   633500     3500     Xxxxxx- Owned   [*]
966
   CHEM 164   American Commercial Lines LLC   993501     3501     Jumbo   [*]
967
   SCNO 8121   American Commercial Lines LLC   633501     3501     Xxxxxx- Owned   [*]
968
   SCNO 8122   American Commercial Lines LLC   633502     3502     Xxxxxx- Owned   [*]
969
   SCNO 8123   American Commercial Lines LLC   633503     3503     Xxxxxx- Owned   [*]
970
   SCNO 8124   American Commercial Lines LLC   633504     3504     Xxxxxx- Owned   [*]
971
   SCNO 8125   American Commercial Lines LLC   633505     3505     Xxxxxx- Owned   [*]
972
   SCNO 8126   American Commercial Lines LLC   633506     3506     Xxxxxx- Owned   [*]
973
   SCNO 8128   American Commercial Lines LLC   633508     3508     Xxxxxx- Owned   [*]
974
   SCNO 8129   American Commercial Lines LLC   633509     3509     Xxxxxx- Owned   [*]
975
   SCNO 8130   American Commercial Lines LLC   633510     3510     Xxxxxx- Owned   [*]
976
   SCNO 8131   American Commercial Lines LLC   633511     3511     Xxxxxx- Owned   [*]
977
   SCNO 8132   American Commercial Lines LLC   633512     3512     Xxxxxx- Owned   [*]
978
   SCNO 8133   American Commercial Lines LLC   633513     3513     Xxxxxx- Owned   [*]
979
   SCNO 8134   American Commercial Lines LLC   633514     3514     Xxxxxx- Owned   [*]
980
   SCNO 8135   American Commercial Lines LLC   633515     3515     Xxxxxx- Owned   [*]
981
   SCNO 8136   American Commercial Lines LLC   633516     3516     Xxxxxx- Owned   [*]
982
   SCNO 8137   American Commercial Lines LLC   633517     3517     Xxxxxx- Owned   [*]
983
   SCNO 8138   American Commercial Lines LLC   633518     3518     Xxxxxx- Owned   [*]
984
   SCNO 8139   American Commercial Lines LLC   633519     3519     Xxxxxx- Owned   [*]
985
   SCNO 8140   American Commercial Lines LLC   633520     3520     Xxxxxx- Owned   [*]
986
   SCNO 8141   American Commercial Lines LLC   633521     3521     Xxxxxx- Owned   [*]
987
   SCNO 8142   American Commercial Lines LLC   633522     3522     Xxxxxx- Owned   [*]
988
   SCNO 8143   American Commercial Lines LLC   633523     3523     Xxxxxx- Owned   [*]
989
   SCNO 8144   American Commercial Lines LLC   633524     3524     Xxxxxx- Owned   [*]
990
   SCNO 8145   American Commercial Lines LLC   633525     3525     Xxxxxx- Owned   [*]
991
   SCNO 8146   American Commercial Lines LLC   633526     3526     Xxxxxx- Owned   [*]
992
   SCNO 8147   American Commercial Lines LLC   633527     3527     Xxxxxx- Owned   [*]
993
   SCNO 8148   American Commercial Lines LLC   633528     3528     Xxxxxx- Owned   [*]
994
   SCNO 8149   American Commercial Lines LLC   633529     3529     Xxxxxx- Owned   [*]
995
   SCNO 8150   American Commercial Lines LLC   633530     3530     Xxxxxx- Owned   [*]
996
   SCNO 8151   American Commercial Lines LLC   633531     3531     Xxxxxx- Owned   [*]
997
   SCNO 8152   American Commercial Lines LLC   633532     3532     Xxxxxx- Owned   [*]
998
   SCNO 8153   American Commercial Lines LLC   633533     3533     Xxxxxx- 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.

 

 

(ACL LOGO)
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     Xxxxxx- Owned   [*]
1000
   SCNO 8155   American Commercial Lines LLC   633535     3535     Xxxxxx- Owned   [*]
1001
   SCNO 8157   American Commercial Lines LLC   633537     3537     Xxxxxx- Owned   [*]
1002
   SCNO 8158   American Commercial Lines LLC   633538     3538     Xxxxxx- Owned   [*]
1003
   SCNO 8159   American Commercial Lines LLC   633539     3539     Xxxxxx- Owned   [*]
1004
   SCNO 8160   American Commercial Lines LLC   633540     3540     Xxxxxx- Owned   [*]
1005
   ACL 96006   American Commercial Lines LLC   1043597     3597     Xxxxxx- Owned   [*]
1006
   ACL 96007   American Commercial Lines LLC   1043598     3598     Xxxxxx- Owned   [*]
1007
   ACL 96008   American Commercial Lines LLC   1043599     3599     Xxxxxx- Owned   [*]
1008
   ACL 96009   American Commercial Lines LLC   1043600     3600     Xxxxxx- Owned   [*]
1009
   ACL 96010   American Commercial Lines LLC   1043601     3601     Xxxxxx- Owned   [*]
1010
   ACL 96011   American Commercial Lines LLC   1043602     3602     Xxxxxx- Owned   [*]
1011
   ACL 96012   American Commercial Lines LLC   1043603     3603     Xxxxxx- Owned   [*]
1012
   ACL 96013   American Commercial Lines LLC   1043604     3604     Xxxxxx- Owned   [*]
1013
   ACBL 3095   American Commercial Lines LLC   593605     3605     Xxxxxx- Owned   [*]
1014
   ACL 96014   American Commercial Lines LLC   1043605     3605     Xxxxxx- Owned   [*]
1015
   ACBL 3096   American Commercial Lines LLC   593606     3606     Xxxxxx- Owned   [*]
1016
   ACL 96015   American Commercial Lines LLC   1043606     3606     Xxxxxx- Owned   [*]
1017
   ACBL 3097   American Commercial Lines LLC   593607     3607     Xxxxxx- Owned   [*]
1018
   ACBL 3098   American Commercial Lines LLC   593608     3608     Xxxxxx- Owned   [*]
1019
   ACL 96016   American Commercial Lines LLC   1043608     3608     Xxxxxx- Owned   [*]
1020
   ACBL 3099   American Commercial Lines LLC   593609     3609     Xxxxxx- Owned   [*]
1021
   ACL 96017   American Commercial Lines LLC   1043609     3609     Xxxxxx- Owned   [*]
1022
   ACBL 3100   American Commercial Lines LLC   593610     3610     Xxxxxx- Owned   [*]
1023
   ACL 96018   American Commercial Lines LLC   1043610     3610     Xxxxxx- Owned   [*]
1024
   ACBL 3101   American Commercial Lines LLC   593611     3611     Xxxxxx- Owned   [*]
1025
   ACL 96019   American Commercial Lines LLC   1043611     3611     Xxxxxx- Owned   [*]
1026
   ACL 96020   American Commercial Lines LLC   1043612     3612     Xxxxxx- Owned   [*]
1027
   ACBL 3103   American Commercial Lines LLC   593613     3613     Xxxxxx- Owned   [*]
1028
   ACL 96021   American Commercial Lines LLC   1043613     3613     Xxxxxx- Owned   [*]
1029
   ACL 96022   American Commercial Lines LLC   1043614     3614     Xxxxxx- Owned   [*]
1030
   ACL 96023   American Commercial Lines LLC   1043615     3615     Xxxxxx- Owned   [*]
1031
   ACL 96024   American Commercial Lines LLC   1043616     3616     Xxxxxx- Owned   [*]
1032
   ACL 96025   American Commercial Lines LLC   1043618     3618     Xxxxxx- Owned   [*]
1033
   ACL 96026   American Commercial Lines LLC   1043621     3621     Xxxxxx- Owned   [*]
1034
   ACL 96027   American Commercial Lines LLC   1043622     3622     Xxxxxx- Owned   [*]
1035
   ACL 96028   American Commercial Lines LLC   1043623     3623     Xxxxxx- Owned   [*]
1036
   ACL 96029   American Commercial Lines LLC   1043624     3624     Xxxxxx- Owned   [*]
1037
   ACL 96030   American Commercial Lines LLC   1043625     3625     Xxxxxx- Owned   [*]
1038
   ACL 96031   American Commercial Lines LLC   1043626     3626     Xxxxxx- Owned   [*]
1039
   ACL 96032   American Commercial Lines LLC   1043627     3627     Xxxxxx- Owned   [*]
1040
   ACL 96033   American Commercial Lines LLC   1043628     3628     Xxxxxx- Owned   [*]
1041
   ACL 96034   American Commercial Lines LLC   1043629     3629     Xxxxxx- Owned   [*]
1042
   ACL 96035   American Commercial Lines LLC   1043630     3630     Xxxxxx- Owned   [*]
1043
   CHEM 306   American Commercial Lines LLC   553630     3630     Oversized   [*]
1044
   ACBL 429   American Commercial Lines LLC   633639     3639     Xxxxxx- Owned   [*]
1045
   ACBL 431   American Commercial Lines LLC   633641     3641     Xxxxxx- Owned   [*]
1046
   ACBL 432   American Commercial Lines LLC   633642     3642     Xxxxxx- Owned   [*]
1047
   CHEM 304   American Commercial Lines LLC   523659     3659     Oversized   [*]
1048
   XXXXX 418   American Commercial Lines LLC   553673     3673     Oversized   [*]
1049
   XXXXX 420   American Commercial Lines LLC   553674     3674     Oversized   [*]
1050
   XXXX XXXXX   American Commercial Lines LLC   533705     3705     Boat   [*]
1051
   ACBL 4336   American Commercial Lines LLC   613727     3727     Xxxxxx- Owned   [*]
1052
   TTBL 4015   American Commercial Lines LLC   613736     3736     Xxxxxx- Owned   [*]
1053
   TTBL 4016   American Commercial Lines LLC   613737     3737     Xxxxxx- Owned   [*]
1054
   TTBL 4017   American Commercial Lines LLC   613738     3738     Xxxxxx- Owned   [*]
1055
   TTBL 4018   American Commercial Lines LLC   613739     3739     Xxxxxx- Owned   [*]
1056
   ACBL 4140   American Commercial Lines LLC   643756     3756     Xxxxxx- Owned   [*]
1057
   ACBL 4141   American Commercial Lines LLC   643757     3757     Xxxxxx- Owned   [*]
1058
   ACBL 4142   American Commercial Lines LLC   643758     3758     Xxxxxx- Owned   [*]
1059
   ACBL 4143   American Commercial Lines LLC   643759     3759     Xxxxxx- Owned   [*]
1060
   ACBL 4144   American Commercial Lines LLC   643760     3760     Xxxxxx- 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.

 

 

(ACL LOGO)
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     Xxxxxx- 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     Xxxxxx- 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     Xxxxxx- Owned   [*]
1088
   ACL 9748B   American Commercial Lines LLC   1053820     3820     Xxxxxx- Owned   [*]
1089
   ACL 9749B   American Commercial Lines LLC   1053821     3821     Xxxxxx- Owned   [*]
1090
   ACL 9750B   American Commercial Lines LLC   1053822     3822     Xxxxxx- Owned   [*]
1091
   ACBL 4150   American Commercial Lines LLC   643831     3831     Xxxxxx- 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     Xxxxxx- Owned   [*]
1101
   XXXXXX XXX   American Commercial Lines LLC   623859     3859     Boat   [*]
1102
   DM 2802   American Commercial Lines LLC   633860     3860     Xxxxxx- Owned   [*]
1103
   ACBL 4241   American Commercial Lines LLC   613861     3861     Xxxxxx- Owned   [*]
1104
   DM 2803   American Commercial Lines LLC   633861     3861     Xxxxxx- Owned   [*]
1105
   DM 2804   American Commercial Lines LLC   633862     3862     Xxxxxx- Owned   [*]
1106
   DM 2805   American Commercial Lines LLC   633863     3863     Xxxxxx- Owned   [*]
1107
   ACBL 4304   American Commercial Lines LLC   623864     3864     Xxxxxx- Owned   [*]
1108
   DM 2806   American Commercial Lines LLC   633864     3864     Xxxxxx- Owned   [*]
1109
   DM 2807   American Commercial Lines LLC   633865     3865     Xxxxxx- Owned   [*]
1110
   DM 2808   American Commercial Lines LLC   633866     3866     Xxxxxx- Owned   [*]
1111
   DM 2809   American Commercial Lines LLC   633867     3867     Xxxxxx- Owned   [*]
1112
   DM 2810   American Commercial Lines LLC   633868     3868     Xxxxxx- Owned   [*]
1113
   DM 2811   American Commercial Lines LLC   633869     3869     Xxxxxx- Owned   [*]
1114
   DM 2812   American Commercial Lines LLC   633870     3870     Xxxxxx- Owned   [*]
1115
   DM 2813   American Commercial Lines LLC   633871     3871     Xxxxxx- Owned   [*]
1116
   DM 2814   American Commercial Lines LLC   633872     3872     Xxxxxx- Owned   [*]
1117
   DM 2815   American Commercial Lines LLC   633873     3873     Xxxxxx- Owned   [*]
1118
   DM 2816   American Commercial Lines LLC   633874     3874     Xxxxxx- Owned   [*]
1119
   DM 2817   American Commercial Lines LLC   633875     3875     Xxxxxx- 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     Xxxxxx- Owned   [*]
1122
   DELL BUTCHER   American Commercial Lines LLC   503877     3877     Boat   [*]
1123
   DM 2820   American Commercial Lines LLC   633878     3878     Xxxxxx- Owned   [*]
1124
   ACBL 2748   American Commercial Lines LLC   523884     3884     Inactive in Use   [*]
1125
   ACBL 435   American Commercial Lines LLC   653896     3896     Xxxxxx- Owned   [*]
1126
   ACBL 411   American Commercial Lines LLC   633897     3897     Xxxxxx- Owned   [*]
1127
   ACBL 436   American Commercial Lines LLC   653897     3897     Xxxxxx- Owned   [*]
1128
   ACBL 437   American Commercial Lines LLC   653898     3898     Xxxxxx- Owned   [*]
1129
   ACBL 438   American Commercial Lines LLC   653899     3899     Xxxxxx- Owned   [*]
1130
   ACBL 414   American Commercial Lines LLC   633900     3900     Xxxxxx- Owned   [*]
1131
   ACBL 439   American Commercial Lines LLC   653900     3900     Xxxxxx- Owned   [*]
1132
   ACBL 440   American Commercial Lines LLC   653901     3901     Xxxxxx- Owned   [*]
1133
   ACBL 441   American Commercial Lines LLC   653902     3902     Xxxxxx- Owned   [*]
1134
   ACBL 442   American Commercial Lines LLC   653903     3903     Xxxxxx- Owned   [*]
1135
   ACBL 418   American Commercial Lines LLC   633904     3904     Xxxxxx- Owned   [*]
1136
   ACBL 443   American Commercial Lines LLC   653904     3904     Xxxxxx- Owned   [*]
1137
   ACBL 419   American Commercial Lines LLC   633905     3905     Xxxxxx- Owned   [*]
1138
   ACBL 444   American Commercial Lines LLC   653905     3905     Xxxxxx- Owned   [*]
1139
   ACBL 445   American Commercial Lines LLC   653906     3906     Xxxxxx- Owned   [*]
1140
   ACBL 500   American Commercial Lines LLC   653907     3907     Xxxxxx- Owned   [*]
1141
   ACBL 501   American Commercial Lines LLC   653908     3908     Xxxxxx- Owned   [*]
1142
   ACBL 502   American Commercial Lines LLC   653909     3909     Xxxxxx- Owned   [*]
1143
   ACBL 503   American Commercial Lines LLC   653910     3910     Xxxxxx- Owned   [*]
1144
   ACBL 504   American Commercial Lines LLC   653911     3911     Xxxxxx- Owned   [*]
1145
   ACBL 505   American Commercial Lines LLC   653912     3912     Xxxxxx- Owned   [*]
1146
   ACBL 506   American Commercial Lines LLC   653913     3913     Xxxxxx- Owned   [*]
1147
   ACBL 507   American Commercial Lines LLC   653914     3914     Xxxxxx- Owned   [*]
1148
   ACBL 508   American Commercial Lines LLC   653915     3915     Xxxxxx- Owned   [*]
1149
   VL 8201   American Commercial Lines LLC   643915     3915     Xxxxxx- Owned   [*]
1150
   ACBL 509   American Commercial Lines LLC   653916     3916     Xxxxxx- Owned   [*]
1151
   ACBL 510   American Commercial Lines LLC   653917     3917     Xxxxxx- Owned   [*]
1152
   ACBL 511   American Commercial Lines LLC   653918     3918     Xxxxxx- 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.

 

 

(ACL LOGO)
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     Xxxxxx- Owned   [*]
1154
   ACBL 513   American Commercial Lines LLC   653920     3920     Xxxxxx- Owned   [*]
1155
   ACBL 514   American Commercial Lines LLC   653921     3921     Xxxxxx- Owned   [*]
1156
   ACBL 4123   American Commercial Lines LLC   633994     3994     Xxxxxx- Owned   [*]
1157
   ACBL 4124   American Commercial Lines LLC   633995     3995     Xxxxxx- Owned   [*]
1158
   ACBL 4125   American Commercial Lines LLC   633996     3996     Xxxxxx- Owned   [*]
1159
   ACBL 4126   American Commercial Lines LLC   633997     3997     Xxxxxx- 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
   XXXXX X. XXXXX   American Commercial Lines LLC   564006     4006     Boat   [*]
1163
   XXX XXXXXXXXX   American Commercial Lines LLC   584006     4006     Boat   [*]
1164
   ACBL 110   American Commercial Lines LLC   604010     4010     Xxxxxx- Owned   [*]
1165
   ACBL 111   American Commercial Lines LLC   604011     4011     Xxxxxx- Owned   [*]
1166
   ACBL 113   American Commercial Lines LLC   604013     4013     Xxxxxx- Owned   [*]
1167
   ACBL 114   American Commercial Lines LLC   604014     4014     Xxxxxx- Owned   [*]
1168
   ACBL 410   American Commercial Lines LLC   604015     4015     Xxxxxx- Owned   [*]
1169
   ACBL 116   American Commercial Lines LLC   604016     4016     Xxxxxx- Owned   [*]
1170
   ACBL 117   American Commercial Lines LLC   604017     4017     Xxxxxx- Owned   [*]
1171
   CMA 112   American Commercial Lines LLC   524017     4017     Inactive in Use   [*]
1172
   ACBL 121   American Commercial Lines LLC   604021     4021     Xxxxxx- Owned   [*]
1173
   ACBL 406   American Commercial Lines LLC   604022     4022     Xxxxxx- Owned   [*]
1174
   ACBL 124   American Commercial Lines LLC   604024     4024     Xxxxxx- Owned   [*]
1175
   ACBL 3200   American Commercial Lines LLC   604025     4025     Xxxxxx- Owned   [*]
1176
   ACBL 3201   American Commercial Lines LLC   604026     4026     Xxxxxx- Owned   [*]
1177
   ACBL 3202   American Commercial Lines LLC   604027     4027     Xxxxxx- Owned   [*]
1178
   VLB 75116   American Commercial Lines LLC   564027     4027     Inactive in Use   [*]
1179
   ACBL 3203   American Commercial Lines LLC   604028     4028     Xxxxxx- Owned   [*]
1180
   ACBL 3204   American Commercial Lines LLC   604029     4029     Xxxxxx- Owned   [*]
1181
   ACBL 3205   American Commercial Lines LLC   604030     4030     Xxxxxx- Owned   [*]
1182
   ACBL 3206   American Commercial Lines LLC   604031     4031     Xxxxxx- Owned   [*]
1183
   ACBL 3207   American Commercial Lines LLC   604032     4032     Xxxxxx- Owned   [*]
1184
   ACBL 3208   American Commercial Lines LLC   604033     4033     Xxxxxx- Owned   [*]
1185
   ACBL 3209   American Commercial Lines LLC   604034     4034     Xxxxxx- Owned   [*]
1186
   ACBL 3210   American Commercial Lines LLC   604035     4035     Xxxxxx- Owned   [*]
1187
   VLB 75109   American Commercial Lines LLC   564035     4035     Inactive in Use   [*]
1188
   ACBL 3211   American Commercial Lines LLC   604036     4036     Xxxxxx- Owned   [*]
1189
   ACBL 3212   American Commercial Lines LLC   604037     4037     Xxxxxx- Owned   [*]
1190
   ACBL 3214   American Commercial Lines LLC   604039     4039     Xxxxxx- Owned   [*]
1191
   ACBL 3215   American Commercial Lines LLC   604040     4040     Xxxxxx- Owned   [*]
1192
   VLB 75114   American Commercial Lines LLC   564040     4040     Inactive in Use   [*]
1193
   XXXXXX XXXXXXX   American Commercial Lines LLC   644041     4041     Boat   [*]
1194
   ACBL 3217   American Commercial Lines LLC   604042     4042     Xxxxxx- Owned   [*]
1195
   ACBL 3218   American Commercial Lines LLC   604043     4043     Xxxxxx- Owned   [*]
1196
   ACBL 3219   American Commercial Lines LLC   604044     4044     Xxxxxx- Owned   [*]
1197
   ACBL 3220   American Commercial Lines LLC   604045     4045     Xxxxxx- Owned   [*]
1198
   ACBL 3221   American Commercial Lines LLC   604046     4046     Xxxxxx- Owned   [*]
1199
   ACBL 3222   American Commercial Lines LLC   604047     4047     Xxxxxx- Owned   [*]
1200
   ACBL 3223   American Commercial Lines LLC   604048     4048     Xxxxxx- Owned   [*]
1201
   ACBL 3224   American Commercial Lines LLC   604049     4049     Xxxxxx- Owned   [*]
1202
   ACBL 5025   American Commercial Lines LLC   624057     4057     Xxxxxx- Owned   [*]
1203
   ACBL 5026   American Commercial Lines LLC   624058     4058     Xxxxxx- Owned   [*]
1204
   ACBL 5027   American Commercial Lines LLC   624059     4059     Xxxxxx- Owned   [*]
1205
   ACL 00582   American Commercial Lines LLC   1114059     4059     Steel Roll Covers, Rake Hull   [*]
1206
   ACBL 5028   American Commercial Lines LLC   624060     4060     Xxxxxx- Owned   [*]
1207
   ACL 00583   American Commercial Lines LLC   1114060     4060     Steel Roll Covers, Rake Hull   [*]
1208
   ACBL 5029   American Commercial Lines LLC   624061     4061     Xxxxxx- Owned   [*]
1209
   ACL 00584   American Commercial Lines LLC   1114061     4061     Steel Roll Covers, Rake Hull   [*]
1210
   ACBL 5030   American Commercial Lines LLC   624062     4062     Xxxxxx- Owned   [*]
1211
   ACL 01500   American Commercial Lines LLC   1114062     4062     Steel Roll Covers, Rake Hull   [*]
1212
   ACBL 5031   American Commercial Lines LLC   624063     4063     Xxxxxx- Owned   [*]
1213
   ACL 01501   American Commercial Lines LLC   1114063     4063     Steel Roll Covers, Rake Hull   [*]
1214
   XXXXX 407B   American Commercial Lines LLC   544063     4063     Oversized   [*]
1215
   ACBL 5032   American Commercial Lines LLC   624064     4064     Xxxxxx- Owned   [*]
1216
   ACL 01502   American Commercial Lines LLC   1114064     4064     Steel Roll Covers, Rake Hull   [*]
1217
   ACBL 5033   American Commercial Lines LLC   624065     4065     Xxxxxx- 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     Xxxxxx- Owned   [*]
1221
   ACL 01504   American Commercial Lines LLC   1114066     4066     Steel Roll Covers, Rake Hull   [*]
1222
   ACBL 5035   American Commercial Lines LLC   624067     4067     Xxxxxx- Owned   [*]
1223
   ACL 01505   American Commercial Lines LLC   1114067     4067     Steel Roll Covers, Rake Hull   [*]
1224
   ACBL 5036   American Commercial Lines LLC   624068     4068     Xxxxxx- Owned   [*]
1225
   ACL 01506   American Commercial Lines LLC   1114068     4068     Steel Roll Covers, Rake Hull   [*]
1226
   ACBL 5037   American Commercial Lines LLC   624069     4069     Xxxxxx- Owned   [*]
1227
   ACL 01507   American Commercial Lines LLC   1114069     4069     Steel Roll Covers, Rake Hull   [*]
1228
   ACBL 5038   American Commercial Lines LLC   624070     4070     Xxxxxx- 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.

 

 

(ACL LOGO)
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     Xxxxxx- Owned   [*]
1231
   ACL 01509   American Commercial Lines LLC   1114071     4071     Steel Roll Covers, Rake Hull   [*]
1232
   ACBL 3125   American Commercial Lines LLC   624072     4072     Xxxxxx- Owned   [*]
1233
   ACL 01510   American Commercial Lines LLC   1114072     4072     Steel Roll Covers, Rake Hull   [*]
1234
   ACBL 3126   American Commercial Lines LLC   624073     4073     Xxxxxx- Owned   [*]
1235
   ACL 01511   American Commercial Lines LLC   1114073     4073     Steel Roll Covers, Rake Hull   [*]
1236
   ACBL 3127   American Commercial Lines LLC   624074     4074     Xxxxxx- Owned   [*]
1237
   ACL 01512   American Commercial Lines LLC   1114074     4074     Steel Roll Covers, Rake Hull   [*]
1238
   ACBL 3128   American Commercial Lines LLC   624075     4075     Xxxxxx- Owned   [*]
1239
   ACL 01513   American Commercial Lines LLC   1114075     4075     Steel Roll Covers, Rake Hull   [*]
1240
   ACBL 3129   American Commercial Lines LLC   624076     4076     Xxxxxx- Owned   [*]
1241
   ACL 01514   American Commercial Lines LLC   1114076     4076     Steel Roll Covers, Rake Hull   [*]
1242
   ACBL 3130   American Commercial Lines LLC   624077     4077     Xxxxxx- Owned   [*]
1243
   ACL 01515   American Commercial Lines LLC   1114077     4077     Steel Roll Covers, Rake Hull   [*]
1244
   ACBL 3131   American Commercial Lines LLC   624078     4078     Xxxxxx- Owned   [*]
1245
   ACL 01100   American Commercial Lines LLC   1114078     4078     Fiberglass Lift Covers, Rake Hull   [*]
1246
   ACBL 3132   American Commercial Lines LLC   624079     4079     Xxxxxx- Owned   [*]
1247
   ACL 01101   American Commercial Lines LLC   1114079     4079     Fiberglass Lift Covers, Rake Hull   [*]
1248
   ACBL 3133   American Commercial Lines LLC   624080     4080     Xxxxxx- 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
   XXXXX 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.

 

 

(ACL LOGO)
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     Xxxxxx- Owned   [*]
1309
   ACBL 336X   American Commercial Lines LLC   614166     4166     Xxxxxx- Owned   [*]
1310
   ACBL 337X   American Commercial Lines LLC   614167     4167     Xxxxxx- Owned   [*]
1311
   ACBL 338X   American Commercial Lines LLC   614168     4168     Xxxxxx- Owned   [*]
1312
   ACBL 339X   American Commercial Lines LLC   614169     4169     Xxxxxx- Owned   [*]
1313
   ACBL 340X   American Commercial Lines LLC   614170     4170     Xxxxxx- Owned   [*]
1314
   ACBL 341X   American Commercial Lines LLC   614171     4171     Xxxxxx- Owned   [*]
1315
   ACBL 342X   American Commercial Lines LLC   614172     4172     Xxxxxx- Owned   [*]
1316
   ACBL 343X   American Commercial Lines LLC   614173     4173     Xxxxxx- Owned   [*]
1317
   CHEM 194   American Commercial Lines LLC   1174173     4173     Tanker Rake Jumbo (10k bbl)   [*]
1318
   ACBL 344X   American Commercial Lines LLC   614174     4174     Xxxxxx- Owned   [*]
1319
   CHEM 195   American Commercial Lines LLC   1174174     4174     Tanker Rake Jumbo (10k bbl)   [*]
1320
   ACBL 345X   American Commercial Lines LLC   614175     4175     Xxxxxx- Owned   [*]
1321
   CHEM 196   American Commercial Lines LLC   1174175     4175     Tanker Rake Jumbo (10k bbl)   [*]
1322
   ACBL 346X   American Commercial Lines LLC   614176     4176     Xxxxxx- Owned   [*]
1323
   CHEM 198   American Commercial Lines LLC   1174176     4176     Tanker Rake Jumbo (10k bbl)   [*]
1324
   ACBL 347X   American Commercial Lines LLC   614177     4177     Xxxxxx- Owned   [*]
1325
   CHEM 700   American Commercial Lines LLC   1174177     4177     Tanker Box Jumbo (10k bbl)   [*]
1326
   ACBL 348X   American Commercial Lines LLC   614178     4178     Xxxxxx- Owned   [*]
1327
   CHEM 199   American Commercial Lines LLC   1174178     4178     Tanker Rake Jumbo (10k bbl)   [*]
1328
   ACBL 349X   American Commercial Lines LLC   614179     4179     Xxxxxx- Owned   [*]
1329
   CHEM 197   American Commercial Lines LLC   1174179     4179     Tanker Rake Jumbo (10k bbl)   [*]
1330
   ACBL 350X   American Commercial Lines LLC   614180     4180     Xxxxxx- Owned   [*]
1331
   ACBL 351X   American Commercial Lines LLC   614181     4181     Xxxxxx- Owned   [*]
1332
   ACBL 352X   American Commercial Lines LLC   614182     4182     Xxxxxx- Owned   [*]
1333
   ACBL 353X   American Commercial Lines LLC   614183     4183     Xxxxxx- Owned   [*]
1334
   VL 08135   American Commercial Lines LLC   634183     4183     Xxxxxx- Owned   [*]
1335
   ACBL 1860   American Commercial Lines LLC   614185     4185     Xxxxxx- Owned   [*]
1336
   ACBL 5040   American Commercial Lines LLC   624185     4185     Xxxxxx- Owned   [*]
1337
   ACBL 1861   American Commercial Lines LLC   614186     4186     Xxxxxx- Owned   [*]
1338
   ACBL 5041   American Commercial Lines LLC   624186     4186     Xxxxxx- Owned   [*]
1339
   ACBL 1862   American Commercial Lines LLC   614187     4187     Xxxxxx- Owned   [*]
1340
   ACBL 5042   American Commercial Lines LLC   624187     4187     Xxxxxx- Owned   [*]
1341
   VL 08139   American Commercial Lines LLC   634187     4187     Xxxxxx- Owned   [*]
1342
   ACBL 1863   American Commercial Lines LLC   614188     4188     Xxxxxx- Owned   [*]
1343
   ACBL 5043   American Commercial Lines LLC   624188     4188     Xxxxxx- Owned   [*]
1344
   VL 08140   American Commercial Lines LLC   634188     4188     Xxxxxx- Owned   [*]
1345
   ACBL 1864   American Commercial Lines LLC   614189     4189     Xxxxxx- Owned   [*]
1346
   ACBL 5044   American Commercial Lines LLC   624189     4189     Xxxxxx- Owned   [*]
1347
   VL 8141   American Commercial Lines LLC   634189     4189     Xxxxxx- Owned   [*]
1348
   ACBL 1865   American Commercial Lines LLC   614190     4190     Xxxxxx- Owned   [*]
1349
   ACBL 5045   American Commercial Lines LLC   624190     4190     Xxxxxx- Owned   [*]
1350
   ACBL 1866   American Commercial Lines LLC   614191     4191     Xxxxxx- Owned   [*]
1351
   ACBL 5046   American Commercial Lines LLC   624191     4191     Xxxxxx- Owned   [*]
1352
   ACBL 1867   American Commercial Lines LLC   614192     4192     Xxxxxx- Owned   [*]
1353
   ACBL 5047   American Commercial Lines LLC   624192     4192     Xxxxxx- Owned   [*]
1354
   ACBL 1868   American Commercial Lines LLC   614193     4193     Xxxxxx- Owned   [*]
1355
   ACBL 5048   American Commercial Lines LLC   624193     4193     Xxxxxx- Owned   [*]
1356
   VL 8145   American Commercial Lines LLC   634193     4193     Xxxxxx- Owned   [*]
1357
   ACBL 1869   American Commercial Lines LLC   614194     4194     Xxxxxx- Owned   [*]
1358
   ACBL 5049   American Commercial Lines LLC   624194     4194     Xxxxxx- Owned   [*]
1359
   VL 8146   American Commercial Lines LLC   634194     4194     Xxxxxx- Owned   [*]
1360
   ACBL 1400   American Commercial Lines LLC   624195     4195     Xxxxxx- Owned   [*]
1361
   ACBL 3110   American Commercial Lines LLC   614195     4195     Xxxxxx- Owned   [*]
1362
   ACBL 1401   American Commercial Lines LLC   624196     4196     Xxxxxx- Owned   [*]
1363
   ACBL 3111   American Commercial Lines LLC   614196     4196     Xxxxxx- Owned   [*]
1364
   VL 8148   American Commercial Lines LLC   634196     4196     Inactive in Use   [*]
1365
   ACBL 1402   American Commercial Lines LLC   624197     4197     Xxxxxx- Owned   [*]
1366
   ACBL 3112   American Commercial Lines LLC   614197     4197     Xxxxxx- Owned   [*]
1367
   ACBL 1403   American Commercial Lines LLC   624198     4198     Xxxxxx- Owned   [*]
1368
   ACBL 3113   American Commercial Lines LLC   614198     4198     Xxxxxx- Owned   [*]
1369
   VL 8150   American Commercial Lines LLC   634198     4198     Xxxxxx- Owned   [*]
1370
   ACBL 1404   American Commercial Lines LLC   624199     4199     Xxxxxx- Owned   [*]
1371
   ACBL 3114   American Commercial Lines LLC   614199     4199     Xxxxxx- Owned   [*]
1372
   VL 8151   American Commercial Lines LLC   634199     4199     Xxxxxx- Owned   [*]
1373
   ACBL 3115   American Commercial Lines LLC   614200     4200     Xxxxxx- Owned   [*]
1374
   VL 8152   American Commercial Lines LLC   634200     4200     Xxxxxx- Owned   [*]
1375
   ACBL 3116   American Commercial Lines LLC   614201     4201     Xxxxxx- Owned   [*]
1376
   ACBL 3117   American Commercial Lines LLC   614202     4202     Xxxxxx- Owned   [*]
1377
   ACBL 3118   American Commercial Lines LLC   614203     4203     Xxxxxx- Owned   [*]
1378
   ACBL 3119   American Commercial Lines LLC   614204     4204     Xxxxxx- Owned   [*]
1379
   VL 8156   American Commercial Lines LLC   634204     4204     Xxxxxx- Owned   [*]
1380
   ACBL 3121   American Commercial Lines LLC   614206     4206     Xxxxxx- Owned   [*]
1381
   ACBL 3122   American Commercial Lines LLC   614207     4207     Xxxxxx- Owned   [*]
1382
   ACBL 3123   American Commercial Lines LLC   614208     4208     Xxxxxx- Owned   [*]
1383
   ACBL 3124   American Commercial Lines LLC   614209     4209     Xxxxxx- 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.

 

 

(ACL LOGO)
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     Xxxxxx- Owned   [*]
1385
   VL 8169   American Commercial Lines LLC   634217     4217     Xxxxxx- Owned   [*]
1386
   VL 8170   American Commercial Lines LLC   634218     4218     Xxxxxx- Owned   [*]
1387
   VL 8177   American Commercial Lines LLC   634225     4225     Xxxxxx- Owned   [*]
1388
   VL 8179   American Commercial Lines LLC   634227     4227     Xxxxxx- Owned   [*]
1389
   VL 8180   American Commercial Lines LLC   634228     4228     Xxxxxx- Owned   [*]
1390
   VL 8184   American Commercial Lines LLC   634232     4232     Xxxxxx- Owned   [*]
1391
   VL 8189   American Commercial Lines LLC   634237     4237     Xxxxxx- Owned   [*]
1392
   VL 8191   American Commercial Lines LLC   634239     4239     Xxxxxx- Owned   [*]
1393
   VL 8192   American Commercial Lines LLC   634240     4240     Xxxxxx- Owned   [*]
1394
   VL 8194   American Commercial Lines LLC   634242     4242     Xxxxxx- Owned   [*]
1395
   VL 81400   American Commercial Lines LLC   634243     4243     Xxxxxx- Owned   [*]
1396
   VL 81401   American Commercial Lines LLC   634244     4244     Xxxxxx- Owned   [*]
1397
   VL 81402   American Commercial Lines LLC   634245     4245     Xxxxxx- Owned   [*]
1398
   VL 81403   American Commercial Lines LLC   634246     4246     Xxxxxx- Owned   [*]
1399
   VL 81404   American Commercial Lines LLC   634247     4247     Xxxxxx- Owned   [*]
1400
   VL 81405   American Commercial Lines LLC   634248     4248     Xxxxxx- Owned   [*]
1401
   XXXX XXXXXXX   American Commercial Lines LLC   554249     4249     Boat   [*]
1402
   VL 81406   American Commercial Lines LLC   634249     4249     Xxxxxx- Owned   [*]
1403
   VL 81408   American Commercial Lines LLC   634251     4251     Xxxxxx- Owned   [*]
1404
   VL 81409   American Commercial Lines LLC   634252     4252     Xxxxxx- Owned   [*]
1405
   VL 81410   American Commercial Lines LLC   634253     4253     Xxxxxx- Owned   [*]
1406
   VL 81411   American Commercial Lines LLC   634254     4254     Xxxxxx- Owned   [*]
1407
   VL 81412   American Commercial Lines LLC   634255     4255     Xxxxxx- Owned   [*]
1408
   VL 81413   American Commercial Lines LLC   634256     4256     Xxxxxx- Owned   [*]
1409
   VL 81414   American Commercial Lines LLC   634257     4257     Xxxxxx- Owned   [*]
1410
   VL 81415   American Commercial Lines LLC   634258     4258     Xxxxxx- Owned   [*]
1411
   VL 81416   American Commercial Lines LLC   634259     4259     Xxxxxx- Owned   [*]
1412
   VL 81417   American Commercial Lines LLC   634260     4260     Xxxxxx- Owned   [*]
1413
   VL 81418   American Commercial Lines LLC   634261     4261     Xxxxxx- Owned   [*]
1414
   VL 81419   American Commercial Lines LLC   634262     4262     Xxxxxx- Owned   [*]
1415
   VL 81420   American Commercial Lines LLC   634263     4263     Inactive in Use   [*]
1416
   VL 81421   American Commercial Lines LLC   634264     4264     Xxxxxx- Owned   [*]
1417
   VL 81422   American Commercial Lines LLC   634265     4265     Xxxxxx- Owned   [*]
1418
   VL 81423   American Commercial Lines LLC   634266     4266     Xxxxxx- Owned   [*]
1419
   VL 81424   American Commercial Lines LLC   634267     4267     Xxxxxx- Owned   [*]
1420
   VL 81425   American Commercial Lines LLC   634268     4268     Xxxxxx- Owned   [*]
1421
   VL 81426   American Commercial Lines LLC   634269     4269     Xxxxxx- Owned   [*]
1422
   VL 81427   American Commercial Lines LLC   634270     4270     Xxxxxx- Owned   [*]
1423
   VL 81428   American Commercial Lines LLC   634271     4271     Xxxxxx- Owned   [*]
1424
   VL 81429   American Commercial Lines LLC   634272     4272     Xxxxxx- Owned   [*]
1425
   VL 81280   American Commercial Lines LLC   634273     4273     Xxxxxx- Owned   [*]
1426
   ABC 307   American Commercial Lines LLC   594274     4274     Inactive in Use   [*]
1427
   VL 81281   American Commercial Lines LLC   634274     4274     Xxxxxx- Owned   [*]
1428
   VL 81282   American Commercial Lines LLC   634275     4275     Xxxxxx- Owned   [*]
1429
   ABC 309   American Commercial Lines LLC   594276     4276     Xxxxxx- Owned   [*]
1430
   VL 81283   American Commercial Lines LLC   634276     4276     Xxxxxx- Owned   [*]
1431
   ABC 310   American Commercial Lines LLC   594277     4277     Xxxxxx- Owned   [*]
1432
   VL 81284   American Commercial Lines LLC   634277     4277     Xxxxxx- Owned   [*]
1433
   ABC 311   American Commercial Lines LLC   594278     4278     Xxxxxx- Owned   [*]
1434
   VL 81285   American Commercial Lines LLC   634278     4278     Xxxxxx- Owned   [*]
1435
   VL 81286   American Commercial Lines LLC   634279     4279     Xxxxxx- Owned   [*]
1436
   VL 81287   American Commercial Lines LLC   634280     4280     Xxxxxx- Owned   [*]
1437
   VL 81288   American Commercial Lines LLC   634281     4281     Xxxxxx- Owned   [*]
1438
   ABC 315   American Commercial Lines LLC   594282     4282     Xxxxxx- Owned   [*]
1439
   VL 81289   American Commercial Lines LLC   634282     4282     Xxxxxx- Owned   [*]
1440
   ABC 316   American Commercial Lines LLC   594283     4283     Inactive in Use   [*]
1441
   VL 81291   American Commercial Lines LLC   634284     4284     Xxxxxx- Owned   [*]
1442
   VL 81292   American Commercial Lines LLC   634285     4285     Xxxxxx- Owned   [*]
1443
   VL 81293   American Commercial Lines LLC   634286     4286     Xxxxxx- Owned   [*]
1444
   VL 81294   American Commercial Lines LLC   634287     4287     Xxxxxx- Owned   [*]
1445
   VL 81295   American Commercial Lines LLC   634288     4288     Xxxxxx- Owned   [*]
1446
   XXXXXXX XXXXXXX   American Commercial Lines LLC   554289     4289     Boat   [*]
1447
   VL 81296   American Commercial Lines LLC   634289     4289     Xxxxxx- Owned   [*]
1448
   VL 81297   American Commercial Lines LLC   634290     4290     Xxxxxx- Owned   [*]
1449
   VL 81298   American Commercial Lines LLC   634291     4291     Xxxxxx- Owned   [*]
1450
   VL 81299   American Commercial Lines LLC   634292     4292     Xxxxxx- Owned   [*]
1451
   VL 81430   American Commercial Lines LLC   634293     4293     Xxxxxx- Owned   [*]
1452
   VL 81431   American Commercial Lines LLC   634294     4294     Xxxxxx- Owned   [*]
1453
   VL 81432   American Commercial Lines LLC   634295     4295     Xxxxxx- Owned   [*]
1454
   VL 81433   American Commercial Lines LLC   634296     4296     Xxxxxx- Owned   [*]
1455
   VL 81434   American Commercial Lines LLC   634297     4297     Xxxxxx- Owned   [*]
1456
   VL 81435   American Commercial Lines LLC   634298     4298     Xxxxxx- Owned   [*]
1457
   VL 81436   American Commercial Lines LLC   634299     4299     Xxxxxx- Owned   [*]
1458
   VL 81437   American Commercial Lines LLC   634300     4300     Xxxxxx- Owned   [*]
1459
   VL 81438   American Commercial Lines LLC   634301     4301     Xxxxxx- Owned   [*]
1460
   VL 81439   American Commercial Lines LLC   634302     4302     Xxxxxx- 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.

 

 

(ACL LOGO)
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     Xxxxxx- Owned   [*]
1462
   VL 81441   American Commercial Lines LLC   634304     4304     Xxxxxx- Owned   [*]
1463
   VL 81442   American Commercial Lines LLC   634305     4305     Xxxxxx- Owned   [*]
1464
   VL 81443   American Commercial Lines LLC   634306     4306     Xxxxxx- Owned   [*]
1465
   VL 81444   American Commercial Lines LLC   634307     4307     Xxxxxx- Owned   [*]
1466
   XXXX X. XXXXXXX   American Commercial Lines LLC   564321     4321     Boat   [*]
1467
   XXXXX 409B   American Commercial Lines LLC   544347     4347     Oversized   [*]
1468
   EU-5   American Commercial Lines LLC   524352     4352     Inactive in Use   [*]
1469
   XXX XXXXXX   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     Xxxxxx- Owned   [*]
1473
   TTBL 4002   American Commercial Lines LLC   594435     4435     Xxxxxx- 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     Xxxxxx- 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     Xxxxxx- Owned   [*]
1482
   ACBL 222   American Commercial Lines LLC   644470     4470     Xxxxxx- Owned   [*]
1483
   VLX 7570   American Commercial Lines LLC   564470     4470     Inactive in Use   [*]
1484
   ACBL 223   American Commercial Lines LLC   644471     4471     Xxxxxx- Owned   [*]
1485
   VLX 7571   American Commercial Lines LLC   564471     4471     Inactive in Use   [*]
1486
   ACBL 224   American Commercial Lines LLC   644472     4472     Xxxxxx- Owned   [*]
1487
   ACBL 225   American Commercial Lines LLC   644473     4473     Xxxxxx- Owned   [*]
1488
   ACBL 226   American Commercial Lines LLC   644474     4474     Xxxxxx- Owned   [*]
1489
   VLX 7574   American Commercial Lines LLC   564474     4474     Inactive in Use   [*]
1490
   ACBL 227   American Commercial Lines LLC   644475     4475     Xxxxxx- Owned   [*]
1491
   VLX 7575   American Commercial Lines LLC   564475     4475     Inactive in Use   [*]
1492
   ACBL 228   American Commercial Lines LLC   644476     4476     Xxxxxx- Owned   [*]
1493
   ACBL 229   American Commercial Lines LLC   644477     4477     Xxxxxx- Owned   [*]
1494
   ACBL 355X   American Commercial Lines LLC   644478     4478     Xxxxxx- 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     Xxxxxx- Owned   [*]
1498
   ACBL 298   American Commercial Lines LLC   1064480     4480     Xxxxxx- Owned   [*]
1499
   ACBL 357X   American Commercial Lines LLC   644480     4480     Xxxxxx- Owned   [*]
1500
   ACBL 358X   American Commercial Lines LLC   644481     4481     Xxxxxx- Owned   [*]
1501
   ACBL 359X   American Commercial Lines LLC   644482     4482     Xxxxxx- Owned   [*]
1502
   ACBL 360X   American Commercial Lines LLC   644483     4483     Xxxxxx- Owned   [*]
1503
   ACBL 361X   American Commercial Lines LLC   644484     4484     Xxxxxx- Owned   [*]
1504
   ACBL 362X   American Commercial Lines LLC   644485     4485     Xxxxxx- Owned   [*]
1505
   ACBL 363X   American Commercial Lines LLC   644486     4486     Xxxxxx- Owned   [*]
1506
   ACBL 364X   American Commercial Lines LLC   644487     4487     Xxxxxx- 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     Xxxxxx- Owned   [*]
1511
   CHEM 113   American Commercial Lines LLC   584493     4493     Jumbo   [*]
1512
   SER 107 B   American Commercial Lines LLC   544493     4493     Xxxxxx- Owned   [*]
1513
   CHEM 114   American Commercial Lines LLC   584494     4494     Jumbo   [*]
1514
   SER 108 B   American Commercial Lines LLC   544494     4494     Xxxxxx- 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     Xxxxxx- 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     Xxxxxx- Owned   [*]
1522
   SER 114 B   American Commercial Lines LLC   544500     4500     Inactive in Use   [*]
1523
   ACBL 3081   American Commercial Lines LLC   584501     4501     Xxxxxx- Owned   [*]
1524
   ACBL 3083   American Commercial Lines LLC   584503     4503     Xxxxxx- Owned   [*]
1525
   ACBL 3084   American Commercial Lines LLC   584504     4504     Xxxxxx- Owned   [*]
1526
   ACBL 3085   American Commercial Lines LLC   584505     4505     Xxxxxx- Owned   [*]
1527
   ACBL 3086   American Commercial Lines LLC   584506     4506     Xxxxxx- Owned   [*]
1528
   ACBL 3087   American Commercial Lines LLC   584507     4507     Xxxxxx- Owned   [*]
1529
   FER 121 B   American Commercial Lines LLC   544507     4507     Inactive in Use   [*]
1530
   ACBL 3088   American Commercial Lines LLC   584508     4508     Xxxxxx- Owned   [*]
1531
   SER 122 B   American Commercial Lines LLC   544508     4508     Xxxxxx- Owned   [*]
1532
   ACBL 3089   American Commercial Lines LLC   584509     4509     Xxxxxx- Owned   [*]
1533
   CC 62   American Commercial Lines LLC   594509     4509     Xxxxxx- Owned   [*]
1534
   FER 123 B   American Commercial Lines LLC   544509     4509     Inactive in Use   [*]
1535
   ACBL 3090   American Commercial Lines LLC   584510     4510     Xxxxxx- Owned   [*]
1536
   ACBL 3091   American Commercial Lines LLC   584511     4511     Xxxxxx- Owned   [*]
1537
   CC 64   American Commercial Lines LLC   594511     4511     Xxxxxx- 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.

 

 

(ACL LOGO)
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     Xxxxxx- Owned   [*]
1539
   ACBL 3092   American Commercial Lines LLC   584512     4512     Xxxxxx- Owned   [*]
1540
   CC 65   American Commercial Lines LLC   594512     4512     Xxxxxx- Owned   [*]
1541
   SER 126 B   American Commercial Lines LLC   544512     4512     Xxxxxx- Owned   [*]
1542
   ACBL 3093   American Commercial Lines LLC   584513     4513     Xxxxxx- Owned   [*]
1543
   ACBL 2071   American Commercial Lines LLC   634514     4514     Xxxxxx- Owned   [*]
1544
   ACBL 3094   American Commercial Lines LLC   584514     4514     Xxxxxx- Owned   [*]
1545
   ACBL 301   American Commercial Lines LLC   634515     4515     Xxxxxx- Owned   [*]
1546
   CC 68   American Commercial Lines LLC   594515     4515     Xxxxxx- Owned   [*]
1547
   SER 129 B   American Commercial Lines LLC   544515     4515     Xxxxxx- Owned   [*]
1548
   ACBL 302   American Commercial Lines LLC   634516     4516     Xxxxxx- Owned   [*]
1549
   SER 130 B   American Commercial Lines LLC   544516     4516     Xxxxxx- Owned   [*]
1550
   ACBL 303   American Commercial Lines LLC   634517     4517     Xxxxxx- Owned   [*]
1551
   ACBL 304   American Commercial Lines LLC   634518     4518     Xxxxxx- Owned   [*]
1552
   ACBL 2074   American Commercial Lines LLC   634519     4519     Xxxxxx- Owned   [*]
1553
   SER 133 B   American Commercial Lines LLC   544519     4519     Xxxxxx- Owned   [*]
1554
   ACBL 306   American Commercial Lines LLC   634520     4520     Xxxxxx- Owned   [*]
1555
   SER 134 B   American Commercial Lines LLC   544520     4520     Xxxxxx- Owned   [*]
1556
   ACBL 2072   American Commercial Lines LLC   634521     4521     Xxxxxx- Owned   [*]
1557
   ACBL 308   American Commercial Lines LLC   634522     4522     Xxxxxx- Owned   [*]
1558
   CC 75   American Commercial Lines LLC   594522     4522     Xxxxxx- Owned   [*]
1559
   ACBL 309   American Commercial Lines LLC   634523     4523     Xxxxxx- Owned   [*]
1560
   CC 76   American Commercial Lines LLC   594523     4523     Inactive in Use   [*]
1561
   SER 138 B   American Commercial Lines LLC   544524     4524     Xxxxxx- Owned   [*]
1562
   ACBL 311   American Commercial Lines LLC   634525     4525     Xxxxxx- Owned   [*]
1563
   SER 139 B   American Commercial Lines LLC   544525     4525     Inactive in Use   [*]
1564
   ACBL 312   American Commercial Lines LLC   634526     4526     Xxxxxx- 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     Xxxxxx- Owned   [*]
1568
   SER 142   American Commercial Lines LLC   544528     4528     Xxxxxx- Owned   [*]
1569
   ACBL 315   American Commercial Lines LLC   634529     4529     Xxxxxx- Owned   [*]
1570
   ACBL 316   American Commercial Lines LLC   634530     4530     Xxxxxx- Owned   [*]
1571
   SER 148   American Commercial Lines LLC   544534     4534     Xxxxxx- Owned   [*]
1572
   SER 149   American Commercial Lines LLC   544535     4535     Xxxxxx- Owned   [*]
1573
   ACBL 4076   American Commercial Lines LLC   594563     4563     Inactive in Use   [*]
1574
   DEL XXXXXXX   American Commercial Lines LLC   624582     4582     Boat   [*]
1575
   CGB 260B   American Commercial Lines LLC   594588     4588     Xxxxxx- Owned   [*]
1576
   X. X. XXXXX   American Commercial Lines LLC   554601     4601     Boat   [*]
1577
   XXXX XXXXXXXX ex XXXX X. XXXXXXXX   American Commercial Lines LLC   554602     4602     Boat   [*]
1578
   DE LA SALLE   American Commercial Lines LLC   614608     4608     Boat   [*]
1579
   XXXXXXXX X. XXXXXX   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     Xxxxxx- Owned   [*]
1584
   ED   American Commercial Lines LLC   634667     4667     Boat   [*]
1585
   ABC 320   American Commercial Lines LLC   594699     4699     Xxxxxx- Owned   [*]
1586
   ABC 401B   American Commercial Lines LLC   594700     4700     Xxxxxx- Owned   [*]
1587
   ABC 403B   American Commercial Lines LLC   594702     4702     Xxxxxx- Owned   [*]
1588
   ABC 404B   American Commercial Lines LLC   594703     4703     Xxxxxx- Owned   [*]
1589
   ABC 405B   American Commercial Lines LLC   594704     4704     Xxxxxx- Owned   [*]
1590
   ABC 406B   American Commercial Lines LLC   594705     4705     Xxxxxx- Owned   [*]
1591
   ABC 407B   American Commercial Lines LLC   594706     4706     Xxxxxx- Owned   [*]
1592
   ABC 408B   American Commercial Lines LLC   594707     4707     Xxxxxx- Owned   [*]
1593
   ABC 410B   American Commercial Lines LLC   594709     4709     Xxxxxx- Owned   [*]
1594
   ABC 412B   American Commercial Lines LLC   594711     4711     Xxxxxx- Owned   [*]
1595
   ABC 413B   American Commercial Lines LLC   594712     4712     Xxxxxx- Owned   [*]
1596
   ABC 414B   American Commercial Lines LLC   594713     4713     Xxxxxx- Owned   [*]
1597
   ABC 416B   American Commercial Lines LLC   594715     4715     Xxxxxx- Owned   [*]
1598
   ACBL 1467   American Commercial Lines LLC   974717     4717     Xxxxxx- Owned   [*]
1599
   ABC 420B   American Commercial Lines LLC   594719     4719     Xxxxxx- Owned   [*]
1600
   ACBL 1469   American Commercial Lines LLC   974719     4719     Xxxxxx- Owned   [*]
1601
   ABC 421B   American Commercial Lines LLC   594720     4720     Xxxxxx- Owned   [*]
1602
   ABC 422B   American Commercial Lines LLC   594721     4721     Xxxxxx- Owned   [*]
1603
   ACBL 1471   American Commercial Lines LLC   974721     4721     Xxxxxx- Owned   [*]
1604
   ABC 423B   American Commercial Lines LLC   594722     4722     Xxxxxx- Owned   [*]
1605
   ABC 424B   American Commercial Lines LLC   594723     4723     Xxxxxx- Owned   [*]
1606
   ABC 426B   American Commercial Lines LLC   594725     4725     Xxxxxx- Owned   [*]
1607
   ABC 427B   American Commercial Lines LLC   594726     4726     Xxxxxx- Owned   [*]
1608
   ABC 428B   American Commercial Lines LLC   594727     4727     Xxxxxx- Owned   [*]
1609
   ACBL 4331   American Commercial Lines LLC   614727     4727     Xxxxxx- Owned   [*]
1610
   ACBL 4334   American Commercial Lines LLC   614728     4728     Xxxxxx- Owned   [*]
1611
   ACBL 4335   American Commercial Lines LLC   614729     4729     Xxxxxx- 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.

 

 

(ACL LOGO)
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
   XXXX X. XXXXXXX   American Commercial Lines LLC   504813     4813     Boat   [*]
1616
   ACBL 1405   American Commercial Lines LLC   634843     4843     Xxxxxx- Owned   [*]
1617
   ACBL 1408   American Commercial Lines LLC   634846     4846     Xxxxxx- Owned   [*]
1618
   ACBL 1409   American Commercial Lines LLC   634847     4847     Xxxxxx- Owned   [*]
1619
   ACBL 1410   American Commercial Lines LLC   634848     4848     Xxxxxx- Owned   [*]
1620
   ACBL 1411   American Commercial Lines LLC   634849     4849     Xxxxxx- Owned   [*]
1621
   ACBL 1412   American Commercial Lines LLC   634850     4850     Xxxxxx- Owned   [*]
1622
   ACBL 1414   American Commercial Lines LLC   634852     4852     Xxxxxx- Owned   [*]
1623
   ACBL 4350   American Commercial Lines LLC   624891     4891     Xxxxxx- Owned   [*]
1624
   XXXXXXX X. XXXXX   American Commercial Lines LLC   504892     4892     Boat   [*]
1625
   TTBL 4108   American Commercial Lines LLC   634948     4948     Xxxxxx- Owned   [*]
1626
   TTBL 4110   American Commercial Lines LLC   634950     4950     Xxxxxx- Owned   [*]
1627
   TTBL 4111   American Commercial Lines LLC   634951     4951     Xxxxxx- Owned   [*]
1628
   TTBL 4112   American Commercial Lines LLC   634952     4952     Xxxxxx- Owned   [*]
1629
   TTBL 4113   American Commercial Lines LLC   634953     4953     Xxxxxx- Owned   [*]
1630
   TTBL 4114   American Commercial Lines LLC   634954     4954     Xxxxxx- Owned   [*]
1631
   TTBL 4109   American Commercial Lines LLC   634955     4955     Xxxxxx- Owned   [*]
1632
   TTBL 4116   American Commercial Lines LLC   634956     4956     Xxxxxx- Owned   [*]
1633
   TTBL 4117   American Commercial Lines LLC   634957     4957     Xxxxxx- Owned   [*]
1634
   TTBL 4118   American Commercial Lines LLC   634958     4958     Xxxxxx- Owned   [*]
1635
   TTBL 4115   American Commercial Lines LLC   634960     4960     Xxxxxx- Owned   [*]
1636
   CGB 121   American Commercial Lines LLC   604996     4996     Xxxxxx- Owned   [*]
1637
   NORMANIA   American Commercial Lines LLC   545007     5007     Boat   [*]
1638
   ACL 99003   American Commercial Lines LLC   1075105     5015     Xxxxxx- Owned   [*]
1639
   SCNO 8001   American Commercial Lines LLC   615015     5015     Xxxxxx- Owned   [*]
1640
   SCNO 8002   American Commercial Lines LLC   615016     5016     Xxxxxx- Owned   [*]
1641
   SCNO 8003   American Commercial Lines LLC   615017     5017     Xxxxxx- Owned   [*]
1642
   SCNO 8004   American Commercial Lines LLC   615018     5018     Xxxxxx- Owned   [*]
1643
   SCNO 8005   American Commercial Lines LLC   615019     5019     Xxxxxx- Owned   [*]
1644
   SCNO 8006   American Commercial Lines LLC   615020     5020     Xxxxxx- Owned   [*]
1645
   SCNO 8007   American Commercial Lines LLC   615021     5021     Xxxxxx- Owned   [*]
1646
   SCNO 8008   American Commercial Lines LLC   615022     5022     Xxxxxx- Owned   [*]
1647
   SCNO 8009   American Commercial Lines LLC   615023     5023     Xxxxxx- Owned   [*]
1648
   SCNO 8010   American Commercial Lines LLC   615024     5024     Xxxxxx- Owned   [*]
1649
   SCNO 8011   American Commercial Lines LLC   615025     5025     Xxxxxx- Owned   [*]
1650
   SCNO 8012   American Commercial Lines LLC   615026     5026     Xxxxxx- Owned   [*]
1651
   SCNO 8013   American Commercial Lines LLC   615027     5027     Xxxxxx- Owned   [*]
1652
   SCNO 8014   American Commercial Lines LLC   615028     5028     Xxxxxx- Owned   [*]
1653
   SCNO 8015   American Commercial Lines LLC   615029     5029     Inactive in Use   [*]
1654
   SCNO 8016   American Commercial Lines LLC   615030     5030     Xxxxxx- Owned   [*]
1655
   SCNO 8018   American Commercial Lines LLC   615032     5032     Xxxxxx- Owned   [*]
1656
   SCNO 8019   American Commercial Lines LLC   615033     5033     Xxxxxx- Owned   [*]
1657
   SCNO 8020   American Commercial Lines LLC   615034     5034     Xxxxxx- Owned   [*]
1658
   SCNO 8021   American Commercial Lines LLC   615035     5035     Xxxxxx- Owned   [*]
1659
   SCNO 8022   American Commercial Lines LLC   615036     5036     Xxxxxx- Owned   [*]
1660
   SCNO 8023   American Commercial Lines LLC   615037     5037     Xxxxxx- Owned   [*]
1661
   SCNO 8024   American Commercial Lines LLC   615038     5038     Xxxxxx- Owned   [*]
1662
   SCNO 8025   American Commercial Lines LLC   615039     5039     Xxxxxx- Owned   [*]
1663
   SCNO 8026   American Commercial Lines LLC   615040     5040     Xxxxxx- Owned   [*]
1664
   SCNO 8027   American Commercial Lines LLC   615041     5041     Xxxxxx- Owned   [*]
1665
   SCNO 8028   American Commercial Lines LLC   615042     5042     Xxxxxx- Owned   [*]
1666
   SCNO 8030   American Commercial Lines LLC   615044     5044     Xxxxxx- Owned   [*]
1667
   SCNO 8031   American Commercial Lines LLC   615045     5045     Xxxxxx- Owned   [*]
1668
   ACBL 4357   American Commercial Lines LLC   595046     5046     Xxxxxx- Owned   [*]
1669
   SCNO 8032   American Commercial Lines LLC   615046     5046     Xxxxxx- Owned   [*]
1670
   SCNO 8033   American Commercial Lines LLC   615047     5047     Xxxxxx- Owned   [*]
1671
   SCNO 8034   American Commercial Lines LLC   615048     5048     Xxxxxx- Owned   [*]
1672
   SCNO 8035   American Commercial Lines LLC   615049     5049     Xxxxxx- Owned   [*]
1673
   SCNO 8037   American Commercial Lines LLC   615051     5051     Xxxxxx- Owned   [*]
1674
   SCNO 8038   American Commercial Lines LLC   615052     5052     Xxxxxx- Owned   [*]
1675
   SCNO 8039   American Commercial Lines LLC   615053     5053     Xxxxxx- Owned   [*]
1676
   SCNO 8041   American Commercial Lines LLC   615055     5055     Xxxxxx- Owned   [*]
1677
   SCNO 8042   American Commercial Lines LLC   615056     5056     Xxxxxx- Owned   [*]
1678
   SCNO 8043   American Commercial Lines LLC   615057     5057     Xxxxxx- Owned   [*]
1679
   SCNO 8044   American Commercial Lines LLC   615058     5058     Xxxxxx- Owned   [*]
1680
   SCNO 8045   American Commercial Lines LLC   615059     5059     Xxxxxx- Owned   [*]
1681
   SCNO 8046   American Commercial Lines LLC   615060     5060     Xxxxxx- Owned   [*]
1682
   SCNO 8047   American Commercial Lines LLC   615061     5061     Xxxxxx- Owned   [*]
1683
   SCNO 8048   American Commercial Lines LLC   615062     5062     Xxxxxx- Owned   [*]
1684
   SCNO 8049   American Commercial Lines LLC   615063     5063     Xxxxxx- Owned   [*]
1685
   SCNO 8050   American Commercial Lines LLC   615064     5064     Xxxxxx- Owned   [*]
1686
   DM 1285   American Commercial Lines LLC   555074     5074     Inactive in Use   [*]
1687
   XXXXX 428   American Commercial Lines LLC   595095     5095     Oversized   [*]
1688
   ACL 99000   American Commercial Lines LLC   1075101     5101     Xxxxxx- Owned   [*]
1689
   ACL 99001   American Commercial Lines LLC   1075103     5103     Xxxxxx- Owned   [*]
1690
   ACL 99002   American Commercial Lines LLC   1075104     5104     Xxxxxx- 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.

 

 

(ACL LOGO)
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     Xxxxxx- Owned   [*]
1692
   ACL 99005   American Commercial Lines LLC   1075108     5108     Xxxxxx- Owned   [*]
1693
   CHEM 100   American Commercial Lines LLC   555108     5108     Non-COI   [*]
1694
   ACL 99006   American Commercial Lines LLC   1075109     5109     Xxxxxx- 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     Xxxxxx- Owned   [*]
1700
   CHEM 104   American Commercial Lines LLC   555112     5112     Inactive   [*]
1701
   ACL 99008   American Commercial Lines LLC   1075113     5113     Xxxxxx- Owned   [*]
1702
   CHEM 105   American Commercial Lines LLC   555113     5113     Jumbo   [*]
1703
   ACL 99009   American Commercial Lines LLC   1075114     5114     Xxxxxx- 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     Xxxxxx- Owned   [*]
1708
   ACBL 3276   American Commercial Lines LLC   965124     5124     Xxxxxx- Owned   [*]
1709
   ACBL 3277   American Commercial Lines LLC   965125     5125     Xxxxxx- Owned   [*]
1710
   CHEM 266   American Commercial Lines LLC   1085125     5125     Jumbo   [*]
1711
   ACBL 3278   American Commercial Lines LLC   965126     5126     Xxxxxx- Owned   [*]
1712
   CHEM 267   American Commercial Lines LLC   1085126     5126     Jumbo   [*]
1713
   ACBL 3279   American Commercial Lines LLC   965127     5127     Xxxxxx- Owned   [*]
1714
   ACBL 3280   American Commercial Lines LLC   965128     5128     Xxxxxx- Owned   [*]
1715
   ACBL 3282   American Commercial Lines LLC   965130     5130     Xxxxxx- Owned   [*]
1716
   ACBL 3283   American Commercial Lines LLC   965131     5131     Xxxxxx- Owned   [*]
1717
   ACBL 3284   American Commercial Lines LLC   965132     5132     Xxxxxx- Owned   [*]
1718
   CHEM 268   American Commercial Lines LLC   1085133     5133     Jumbo   [*]
1719
   ACBL 3286   American Commercial Lines LLC   965134     5134     Xxxxxx- Owned   [*]
1720
   CHEM 269   American Commercial Lines LLC   1085134     5134     Jumbo   [*]
1721
   ACBL 3287   American Commercial Lines LLC   965135     5135     Xxxxxx- Owned   [*]
1722
   ACBL 3291   American Commercial Lines LLC   965138     5138     Xxxxxx- Owned   [*]
1723
   ACBL 3292   American Commercial Lines LLC   965140     5140     Xxxxxx- Owned   [*]
1724
   ACBL 3295   American Commercial Lines LLC   965143     5143     Xxxxxx- Owned   [*]
1725
   ACBL 3296   American Commercial Lines LLC   965144     5144     Xxxxxx- Owned   [*]
1726
   ACBL 3297   American Commercial Lines LLC   965145     5145     Xxxxxx- Owned   [*]
1727
   ACBL 3299   American Commercial Lines LLC   965147     5147     Xxxxxx- Owned   [*]
1728
   ACBL 3302   American Commercial Lines LLC   965150     5150     Xxxxxx- Owned   [*]
1729
   ACBL 3303   American Commercial Lines LLC   965151     5151     Xxxxxx- Owned   [*]
1730
   ACBL 3304   American Commercial Lines LLC   965152     5152     Xxxxxx- Owned   [*]
1731
   XXXXX X. XXXX   American Commercial Lines LLC   565154     5154     Boat   [*]
1732
   XXX XXXXX   American Commercial Lines LLC   615166     5166     Boat   [*]
1733
   ACBL 4073   American Commercial Lines LLC   615230     5230     Inactive in Use   [*]
1734
   D.O. XXXXXX   American Commercial Lines LLC   575251     5251     Boat   [*]
1735
   XXXXX 435B   American Commercial Lines LLC   955272     5272     Oversized   [*]
1736
   XXXXX 423B   American Commercial Lines LLC   955273     5273     Oversized   [*]
1737
   XXXXX 442   American Commercial Lines LLC   955274     5274     Oversized   [*]
1738
   XXXXX 440   American Commercial Lines LLC   955275     5275     Oversized   [*]
1739
   ACBL 2871   American Commercial Lines LLC   555278     5278     Xxxxxx- Owned   [*]
1740
   AGS 0974   American Commercial Lines LLC   615286     5286     Xxxxxx- Owned   [*]
1741
   ACBL 2880   American Commercial Lines LLC   555287     5287     Inactive in Use   [*]
1742
   XXXXX XXXXXXXX   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     Xxxxxx- Owned   [*]
1745
   ACBL 2894   American Commercial Lines LLC   565398     5398     Xxxxxx- 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     Xxxxxx- 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     Xxxxxx- 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     Xxxxxx- Owned   [*]
1764
   ACBL 2943   American Commercial Lines LLC   575463     5463     Xxxxxx- Owned   [*]
1765
   ACBL 2944   American Commercial Lines LLC   575464     5464     Inactive in Use   [*]
1766
   ACBL 2945   American Commercial Lines LLC   575465     5465     Xxxxxx- 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.

 

 

(ACL LOGO)
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     Xxxxxx- Owned   [*]
1770
   ACBL 2949   American Commercial Lines LLC   575469     5469     Xxxxxx- Owned   [*]
1771
   ACBL 2684   American Commercial Lines LLC   515474     5474     Inactive in Use   [*]
1772
   ACBL 2954   American Commercial Lines LLC   575474     5474     Xxxxxx- Owned   [*]
1773
   ACBL 2958   American Commercial Lines LLC   575478     5478     Xxxxxx- Owned   [*]
1774
   ACBL 2959   American Commercial Lines LLC   575479     5479     Xxxxxx- Owned   [*]
1775
   ACBL 2961   American Commercial Lines LLC   575481     5481     Xxxxxx- Owned   [*]
1776
   ACBL 2966   American Commercial Lines LLC   575486     5486     Xxxxxx- 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     Xxxxxx- Owned   [*]
1792
   VLBX 7387   American Commercial Lines LLC   545547     5547     Xxxxxx- Owned   [*]
1793
   VLBX 7388   American Commercial Lines LLC   545548     5548     Xxxxxx- Owned   [*]
1794
   VLBX 7389   American Commercial Lines LLC   545549     5549     Xxxxxx- 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     Xxxxxx- Owned   [*]
1799
   RF 501 B   American Commercial Lines LLC   585567     5567     Inactive in Use   [*]
1800
   H 128B   American Commercial Lines LLC   585570     5570     Xxxxxx- 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     Xxxxxx- 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
   XXXXX 438   American Commercial Lines LLC   675628     5628     Oversized   [*]
1809
   ACBL 1310   American Commercial Lines LLC   545680     5680     Xxxxxx- 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     Xxxxxx- 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     Xxxxxx- 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
   XXXXXXX 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     Xxxxxx- 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.

 

 

(ACL LOGO)
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
   XXXXX XXXXX   American Commercial Lines LLC   535940     5940     Boat   [*]
1853
   WTT 401B   American Commercial Lines LLC   635959     5959     Xxxxxx- Owned   [*]
1854
   WTT 402B   American Commercial Lines LLC   635960     5960     Xxxxxx- Owned   [*]
1855
   WTT 403B   American Commercial Lines LLC   635961     5961     Xxxxxx- Owned   [*]
1856
   WTT 404B   American Commercial Lines LLC   635962     5962     Xxxxxx- Owned   [*]
1857
   WTT 405B   American Commercial Lines LLC   635963     5963     Xxxxxx- Owned   [*]
1858
   WTT 406B   American Commercial Lines LLC   635964     5964     Xxxxxx- Owned   [*]
1859
   NMS NO. 1450   American Commercial Lines LLC   545965     5965     Jumbo   [*]
1860
   WTT 407B   American Commercial Lines LLC   635965     5965     Xxxxxx- Owned   [*]
1861
   NMS NO. 1451   American Commercial Lines LLC   545966     5966     Jumbo   [*]
1862
   WTT 408B   American Commercial Lines LLC   635966     5966     Xxxxxx- Owned   [*]
1863
   N.M.S. No. 1452   American Commercial Lines LLC   545967     5967     Inactive   [*]
1864
   WTT 409B   American Commercial Lines LLC   635967     5967     Xxxxxx- Owned   [*]
1865
   WTT 410B   American Commercial Lines LLC   635968     5968     Xxxxxx- Owned   [*]
1866
   WTT 411B   American Commercial Lines LLC   635969     5969     Xxxxxx- Owned   [*]
1867
   WTT 412B   American Commercial Lines LLC   635970     5970     Xxxxxx- Owned   [*]
1868
   WTT 413B   American Commercial Lines LLC   635971     5971     Xxxxxx- Owned   [*]
1869
   WTT 414B   American Commercial Lines LLC   635972     5972     Xxxxxx- Owned   [*]
1870
   WTT 415B   American Commercial Lines LLC   635973     5973     Xxxxxx- Owned   [*]
1871
   WTT 416B   American Commercial Lines LLC   635974     5974     Xxxxxx- Owned   [*]
1872
   WTT 417B   American Commercial Lines LLC   635975     5975     Xxxxxx- Owned   [*]
1873
   XXXXXX XXXXXX   American Commercial Lines LLC   555976     5976     Boat   [*]
1874
   WTT 418B   American Commercial Lines LLC   635976     5976     Xxxxxx- Owned   [*]
1875
   WTT 419B   American Commercial Lines LLC   635977     5977     Xxxxxx- Owned   [*]
1876
   WTT 420B   American Commercial Lines LLC   635978     5978     Xxxxxx- Owned   [*]
1877
   WTT 421B   American Commercial Lines LLC   635979     5979     Xxxxxx- Owned   [*]
1878
   WTT 422B   American Commercial Lines LLC   635980     5980     Xxxxxx- Owned   [*]
1879
   WTT 423B   American Commercial Lines LLC   635981     5981     Xxxxxx- Owned   [*]
1880
   WTT 424B   American Commercial Lines LLC   635982     5982     Xxxxxx- Owned   [*]
1881
   WTT 425B   American Commercial Lines LLC   635983     5983     Xxxxxx- Owned   [*]
1882
   ACBL 2033   American Commercial Lines LLC   595986     5986     Xxxxxx- Owned   [*]
1883
   ACBL 2034   American Commercial Lines LLC   595987     5987     Xxxxxx- Owned   [*]
1884
   ACBL 2039   American Commercial Lines LLC   595992     5992     Xxxxxx- Owned   [*]
1885
   ACBL 2040   American Commercial Lines LLC   595993     5993     Xxxxxx- Owned   [*]
1886
   ACBL 2041   American Commercial Lines LLC   595994     5994     Xxxxxx- Owned   [*]
1887
   ACBL 2044   American Commercial Lines LLC   595997     5997     Xxxxxx- Owned   [*]
1888
   ACBL 2045   American Commercial Lines LLC   595998     5998     Xxxxxx- Owned   [*]
1889
   ACBL 2047   American Commercial Lines LLC   596000     6000     Xxxxxx- Owned   [*]
1890
   ACBL 2048   American Commercial Lines LLC   596001     6001     Xxxxxx- Owned   [*]
1891
   ACBL 2051   American Commercial Lines LLC   596004     6004     Xxxxxx- Owned   [*]
1892
   ACBL 2052   American Commercial Lines LLC   596005     6005     Xxxxxx- Owned   [*]
1893
   ACBL 2055   American Commercial Lines LLC   596008     6008     Xxxxxx- Owned   [*]
1894
   ACBL 2056   American Commercial Lines LLC   596009     6009     Xxxxxx- Owned   [*]
1895
   ACBL 2058   American Commercial Lines LLC   596011     6011     Xxxxxx- Owned   [*]
1896
   ACBL 2059   American Commercial Lines LLC   596012     6012     Xxxxxx- Owned   [*]
1897
   ACBL 2061   American Commercial Lines LLC   596014     6014     Xxxxxx- Owned   [*]
1898
   ACBL 2068   American Commercial Lines LLC   596021     6021     Xxxxxx- 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     Xxxxxx- Owned   [*]
1904
   MAC 240 B   American Commercial Lines LLC   626082     6082     Xxxxxx- 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
   XXXX XXXXX   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.

 

 

(ACL LOGO)
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
   XXXXX XXXXXXXX   American Commercial Lines LLC   626240     6240     Boat   [*]
1923
   XXXX X. XXXXXX   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     Xxxxxx- Owned   [*]
1929
   TMR 2B   American Commercial Lines LLC   996314     6314     Xxxxxx- Owned   [*]
1930
   STS 3B   American Commercial Lines LLC   996315     6315     Xxxxxx- Owned   [*]
1931
   JCS 4B   American Commercial Lines LLC   996316     6316     Xxxxxx- Owned   [*]
1932
   WRF 5B   American Commercial Lines LLC   996317     6317     Xxxxxx- Owned   [*]
1933
   TCP 6B   American Commercial Lines LLC   996318     6318     Xxxxxx- Owned   [*]
1934
   SGN 7B   American Commercial Lines LLC   996319     6319     Xxxxxx- Owned   [*]
1935
   TMT 8B   American Commercial Lines LLC   996320     6320     Xxxxxx- Owned   [*]
1936
   JPJ 9B   American Commercial Lines LLC   996321     6321     Xxxxxx- Owned   [*]
1937
   JPW 10B   American Commercial Lines LLC   996322     6322     Xxxxxx- 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     Xxxxxx- Owned   [*]
1941
   RTS 12B   American Commercial Lines LLC   996324     6324     Xxxxxx- Owned   [*]
1942
   SCNO 1311   American Commercial Lines LLC   506324     6324     Jumbo   [*]
1943
   PMS 13B   American Commercial Lines LLC   996325     6325     Xxxxxx- Owned   [*]
1944
   MMC 14B   American Commercial Lines LLC   996326     6326     Xxxxxx- Owned   [*]
1945
   RJC 15B   American Commercial Lines LLC   996327     6327     Xxxxxx- 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     Xxxxxx- Owned   [*]
1949
   XXXXXXX XXXXXXXX   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
   XXXXX 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     Xxxxxx- Owned   [*]
1962
   SER 302   American Commercial Lines LLC   556485     6485     Xxxxxx- 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
   XXXXX XXXXXX   American Commercial Lines LLC   646544     6544     Boat   [*]
1967
   MAC 620   American Commercial Lines LLC   626583     6583     Xxxxxx- Owned   [*]
1968
   ACBL 1850   American Commercial Lines LLC   606600     6600     Xxxxxx- Owned   [*]
1969
   ACBL 1851   American Commercial Lines LLC   606601     6601     Xxxxxx- Owned   [*]
1970
   ACBL 1852   American Commercial Lines LLC   606602     6602     Xxxxxx- Owned   [*]
1971
   MSJ 16B   American Commercial Lines LLC   996602     6602     Xxxxxx- Owned   [*]
1972
   ACBL 1853   American Commercial Lines LLC   606603     6603     Xxxxxx- Owned   [*]
1973
   MSW 17B   American Commercial Lines LLC   996603     6603     Xxxxxx- Owned   [*]
1974
   ACBL 1854   American Commercial Lines LLC   606604     6604     Xxxxxx- Owned   [*]
1975
   ESN 18B   American Commercial Lines LLC   996604     6604     Xxxxxx- Owned   [*]
1976
   ACBL 1855   American Commercial Lines LLC   606605     6605     Xxxxxx- Owned   [*]
1977
   GAM 19B   American Commercial Lines LLC   996605     6605     Xxxxxx- Owned   [*]
1978
   ACBL 1856   American Commercial Lines LLC   606606     6606     Xxxxxx- Owned   [*]
1979
   GML 20B   American Commercial Lines LLC   996606     6606     Xxxxxx- Owned   [*]
1980
   ACBL 1857   American Commercial Lines LLC   606607     6607     Xxxxxx- Owned   [*]
1981
   REF 21B   American Commercial Lines LLC   996607     6607     Xxxxxx- Owned   [*]
1982
   ACBL 1858   American Commercial Lines LLC   606608     6608     Xxxxxx- Owned   [*]
0000
   XXX 00X   Xxxxxxxx Xxxxxxxxxx Lines LLC   996608     6608     Xxxxxx- Owned   [*]
1984
   ACBL 1859   American Commercial Lines LLC   606609     6609     Xxxxxx- Owned   [*]
1985
   GOIU 23B   American Commercial Lines LLC   996609     6609     Xxxxxx- Owned   [*]
1986
   ACBL 3225   American Commercial Lines LLC   606610     6610     Xxxxxx- Owned   [*]
1987
   MOM 24B   American Commercial Lines LLC   996610     6610     Xxxxxx- Owned   [*]
1988
   ACBL 3226   American Commercial Lines LLC   606611     6611     Xxxxxx- Owned   [*]
1989
   EJM 25B   American Commercial Lines LLC   996611     6611     Xxxxxx- Owned   [*]
1990
   ACBL 3227   American Commercial Lines LLC   606612     6612     Xxxxxx- Owned   [*]
1991
   COB 26B   American Commercial Lines LLC   996612     6612     Xxxxxx- Owned   [*]
1992
   ACBL 3228   American Commercial Lines LLC   606613     6613     Xxxxxx- Owned   [*]
1993
   TJM 27B   American Commercial Lines LLC   996613     6613     Xxxxxx- Owned   [*]
1994
   ACBL 3229   American Commercial Lines LLC   606614     6614     Xxxxxx- Owned   [*]
1995
   BQS 28B   American Commercial Lines LLC   996614     6614     Xxxxxx- Owned   [*]
1996
   XXXXX XXXXXXX   American Commercial Lines LLC   546614     6614     Boat   [*]
1997
   ACBL 3230   American Commercial Lines LLC   606615     6615     Xxxxxx- Owned   [*]
1998
   GTFM 29B   American Commercial Lines LLC   996615     6615     Xxxxxx- 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.

 

 

(ACL LOGO)
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     Xxxxxx- Owned   [*]
2000
   ACBL 4239   American Commercial Lines LLC   616616     6616     Inactive in Use   [*]
2001
   GTFM 30B   American Commercial Lines LLC   996616     6616     Xxxxxx- Owned   [*]
2002
   ACBL 3232   American Commercial Lines LLC   606617     6617     Xxxxxx- Owned   [*]
2003
   STFB 31B   American Commercial Lines LLC   996617     6617     Xxxxxx- Owned   [*]
2004
   STFB 32B   American Commercial Lines LLC   996618     6618     Xxxxxx- Owned   [*]
2005
   VLB 6708   American Commercial Lines LLC   506618     6618     Inactive in Use   [*]
2006
   ACBL 3234   American Commercial Lines LLC   606619     6619     Xxxxxx- Owned   [*]
2007
   STFB 33B   American Commercial Lines LLC   996619     6619     Xxxxxx- Owned   [*]
2008
   STFB 34B   American Commercial Lines LLC   996620     6620     Xxxxxx- Owned   [*]
2009
   STFB 35B   American Commercial Lines LLC   996621     6621     Xxxxxx- Owned   [*]
2010
   XXXXX XXXXXXXXXXX   American Commercial Lines LLC   566622     6622     Boat   [*]
2011
   STFB 36B   American Commercial Lines LLC   996622     6622     Xxxxxx- Owned   [*]
2012
   STFB 37B   American Commercial Lines LLC   996623     6623     Xxxxxx- Owned   [*]
2013
   STFB 38B   American Commercial Lines LLC   996624     6624     Xxxxxx- Owned   [*]
2014
   STFB 39B   American Commercial Lines LLC   996625     6625     Xxxxxx- Owned   [*]
2015
   STFB 40B   American Commercial Lines LLC   996626     6626     Xxxxxx- Owned   [*]
2016
   WASHINGTON   American Commercial Lines LLC   516632     6632     Boat   [*]
2017
   XXX XXXXXXX   American Commercial Lines LLC   606669     6669     Boat   [*]
2018
   ACBL 1700   American Commercial Lines LLC   516682     6682     Xxxxxx- Owned   [*]
2019
   ACBL 1704   American Commercial Lines LLC   516686     6686     Xxxxxx- Owned   [*]
2020
   ACBL 1705   American Commercial Lines LLC   516687     6687     Inactive in Use   [*]
2021
   ACBL 1707   American Commercial Lines LLC   516689     6689     Xxxxxx- Owned   [*]
2022
   ACBL 1710   American Commercial Lines LLC   516692     6692     Xxxxxx- 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
   XXXXX 410   American Commercial Lines LLC   1036763     6763     Oversized   [*]
2030
   XXXXX 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
   XXXXX X. XXXXXXXX   American Commercial Lines LLC   626849     6849     Boat   [*]
2034
   XXXX X. XXXX   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
   XXXXX 401B   American Commercial Lines LLC   986937     6937     Oversized   [*]
2041
   XXXXXX XXXXXXX   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     Xxxxxx- Owned   [*]
2045
   CCT 199   American Commercial Lines LLC   627014     7014     Xxxxxx- Owned   [*]
2046
   CCT 266   American Commercial Lines LLC   627015     7015     Xxxxxx- Owned   [*]
2047
   CCT 267   American Commercial Lines LLC   627016     7016     Xxxxxx- 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     Xxxxxx- Owned   [*]
2051
   CCT 271   American Commercial Lines LLC   627020     7020     Inactive in Use   [*]
2052
   CCT 272   American Commercial Lines LLC   627021     7021     Xxxxxx- Owned   [*]
2053
   CCT 273   American Commercial Lines LLC   627022     7022     Xxxxxx- Owned   [*]
2054
   CCT 275   American Commercial Lines LLC   627024     7024     Xxxxxx- Owned   [*]
2055
   CCT 280   American Commercial Lines LLC   627029     7029     Xxxxxx- Owned   [*]
2056
   ACBL 1336   American Commercial Lines LLC   547030     7030     Inactive in Use   [*]
2057
   ACBL 1337   American Commercial Lines LLC   547031     7031     Xxxxxx- 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     Xxxxxx- 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.

 

 

(ACL LOGO)
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
   X. X. XXXXXXX   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
   XXXXXX XXXXXXX   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     Xxxxxx- Owned   [*]
2086
   TTBL 4102   American Commercial Lines LLC   627180     7180     Xxxxxx- Owned   [*]
2087
   TTBL 4103   American Commercial Lines LLC   627181     7181     Xxxxxx- Owned   [*]
2088
   TTBL 4104   American Commercial Lines LLC   627182     7182     Xxxxxx- Owned   [*]
2089
   TTBL 4105   American Commercial Lines LLC   627183     7183     Xxxxxx- Owned   [*]
2090
   TTBL 4106   American Commercial Lines LLC   627184     7184     Xxxxxx- Owned   [*]
2091
   HJW 102   American Commercial Lines LLC   627202     7202     Xxxxxx- 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
   XXXXXX XXXXX   American Commercial Lines LLC   537294     7294     Boat   [*]
2105
   ACBL 3240   American Commercial Lines LLC   677305     7305     Xxxxxx- Owned   [*]
2106
   ACBL 3241   American Commercial Lines LLC   677306     7306     Xxxxxx- Owned   [*]
2107
   ACBL 3242   American Commercial Lines LLC   677307     7307     Xxxxxx- Owned   [*]
2108
   ACBL 3243   American Commercial Lines LLC   677308     7308     Xxxxxx- Owned   [*]
2109
   ACBL 3244   American Commercial Lines LLC   677309     7309     Xxxxxx- Owned   [*]
2110
   ACBL 3245   American Commercial Lines LLC   677310     7310     Xxxxxx- Owned   [*]
2111
   ACBL 3246   American Commercial Lines LLC   677311     7311     Xxxxxx- Owned   [*]
2112
   ACBL 3248   American Commercial Lines LLC   677313     7313     Xxxxxx- Owned   [*]
2113
   ACBL 3249   American Commercial Lines LLC   677314     7314     Xxxxxx- Owned   [*]
2114
   ACBL 3250   American Commercial Lines LLC   677315     7315     Xxxxxx- Owned   [*]
2115
   ACBL 3253   American Commercial Lines LLC   677318     7318     Xxxxxx- Owned   [*]
2116
   ACBL 3254   American Commercial Lines LLC   677319     7319     Xxxxxx- 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     Xxxxxx- Owned   [*]
2121
   925   American Commercial Lines LLC   537360     7360     Inactive in Use   [*]
2122
   NL 172   American Commercial Lines LLC   627360     7360     Xxxxxx- Owned   [*]
2123
   926   American Commercial Lines LLC   537361     7361     Inactive in Use   [*]
2124
   NL 173   American Commercial Lines LLC   627361     7361     Xxxxxx- 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
   XXX X. XXXXX   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     Xxxxxx- Owned   [*]
2136
   SER 402 B   American Commercial Lines LLC   557383     7383     Xxxxxx- Owned   [*]
2137
   SER 403 B   American Commercial Lines LLC   557384     7384     Xxxxxx- Owned   [*]
2138
   SER 404 B   American Commercial Lines LLC   557385     7385     Xxxxxx- Owned   [*]
2139
   SER 406 B   American Commercial Lines LLC   557387     7387     Xxxxxx- Owned   [*]
2140
   SER 407 B   American Commercial Lines LLC   557388     7388     Xxxxxx- Owned   [*]
2141
   SER 409 B   American Commercial Lines LLC   557390     7390     Xxxxxx- Owned   [*]
2142
   SER 410 B   American Commercial Lines LLC   557391     7391     Xxxxxx- Owned   [*]
2143
   SER 411 B   American Commercial Lines LLC   557392     7392     Xxxxxx- Owned   [*]
2144
   SER 412 B   American Commercial Lines LLC   557393     7393     Xxxxxx- Owned   [*]
2145
   SER 413 B   American Commercial Lines LLC   557394     7394     Xxxxxx- Owned   [*]
2146
   SER 414 B   American Commercial Lines LLC   557395     7395     Xxxxxx- Owned   [*]
2147
   SER 415 B   American Commercial Lines LLC   557396     7396     Xxxxxx- Owned   [*]
2148
   ACBL 1996   American Commercial Lines LLC   587398     7398     Xxxxxx- Owned   [*]
2149
   ACBL 6000   American Commercial Lines LLC   617398     7398     Xxxxxx- 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.

 

 

(ACL LOGO)
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     Xxxxxx- Owned   [*]
2151
   ACBL 6001   American Commercial Lines LLC   617399     7399     Xxxxxx- Owned   [*]
2152
   ACBL 6002   American Commercial Lines LLC   617400     7400     Xxxxxx- Owned   [*]
2153
   ACBL 6003   American Commercial Lines LLC   617401     7401     Xxxxxx- Owned   [*]
2154
   ACBL 2000   American Commercial Lines LLC   587402     7402     Xxxxxx- Owned   [*]
2155
   ACBL 6005   American Commercial Lines LLC   617403     7403     Xxxxxx- Owned   [*]
2156
   ACBL 6006   American Commercial Lines LLC   617404     7404     Xxxxxx- Owned   [*]
2157
   ACBL 6007   American Commercial Lines LLC   617405     7405     Xxxxxx- Owned   [*]
2158
   ACBL 6008   American Commercial Lines LLC   617406     7406     Xxxxxx- Owned   [*]
2159
   ACBL 6009   American Commercial Lines LLC   617407     7407     Xxxxxx- 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
   XXXXXXX XXXXXXXX   American Commercial Lines LLC   577475     7475     Boat   [*]
2174
   ACBL 3155   American Commercial Lines LLC   637477     7477     Xxxxxx- Owned   [*]
2175
   ACBL 3156   American Commercial Lines LLC   637478     7478     Xxxxxx- Owned   [*]
2176
   ACBL 3157   American Commercial Lines LLC   637479     7479     Xxxxxx- Owned   [*]
2177
   ACBL 3158   American Commercial Lines LLC   637480     7480     Xxxxxx- Owned   [*]
2178
   ACBL 3159   American Commercial Lines LLC   637481     7481     Xxxxxx- Owned   [*]
2179
   ACBL 3160   American Commercial Lines LLC   637482     7482     Xxxxxx- Owned   [*]
2180
   ACBL 3161   American Commercial Lines LLC   637483     7483     Xxxxxx- Owned   [*]
2181
   ACBL 3162   American Commercial Lines LLC   637484     7484     Xxxxxx- Owned   [*]
2182
   ACBL 3163   American Commercial Lines LLC   637485     7485     Xxxxxx- Owned   [*]
2183
   ACBL 3164   American Commercial Lines LLC   637486     7486     Xxxxxx- Owned   [*]
2184
   ACBL 3165   American Commercial Lines LLC   637487     7487     Xxxxxx- Owned   [*]
2185
   SCC 805   American Commercial Lines LLC   527487     7487     Inactive in Use   [*]
2186
   ACBL 3167   American Commercial Lines LLC   637489     7489     Xxxxxx- Owned   [*]
2187
   ACBL 3168   American Commercial Lines LLC   637490     7490     Xxxxxx- Owned   [*]
2188
   ACBL 3169   American Commercial Lines LLC   637491     7491     Xxxxxx- Owned   [*]
2189
   ACBL 4056   American Commercial Lines LLC   607522     7522     Xxxxxx- 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     Xxxxxx- 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     Xxxxxx- Owned   [*]
2199
   N.M.S. NO. 1427   American Commercial Lines LLC   627557     7557     Jumbo   [*]
2200
   VLB 9108   American Commercial Lines LLC   967557     7557     Xxxxxx- Owned   [*]
2201
   N.M.S. NO. 1428   American Commercial Lines LLC   627558     7558     Jumbo   [*]
2202
   VLB 9109   American Commercial Lines LLC   967558     7558     Xxxxxx- Owned   [*]
2203
   N.M.S. NO. 1429   American Commercial Lines LLC   627559     7559     Jumbo   [*]
2204
   VLB 9110   American Commercial Lines LLC   967559     7559     Xxxxxx- 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     Xxxxxx- Owned   [*]
2212
   VLB 9115   American Commercial Lines LLC   967564     7564     Xxxxxx- Owned   [*]
2213
   N.M.S. NO. 1435   American Commercial Lines LLC   627565     7565     Jumbo   [*]
2214
   VLB 9116   American Commercial Lines LLC   967565     7565     Xxxxxx- Owned   [*]
2215
   N.M.S. NO. 1436   American Commercial Lines LLC   627566     7566     Jumbo   [*]
2216
   S.G. 206   American Commercial Lines LLC   587566     7566     Xxxxxx- Owned   [*]
2217
   VLB 9117   American Commercial Lines LLC   967566     7566     Xxxxxx- Owned   [*]
2218
   N.M.S. NO. 1437   American Commercial Lines LLC   627567     7567     Jumbo   [*]
2219
   VLB 9118   American Commercial Lines LLC   967567     7567     Xxxxxx- 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     Xxxxxx- Owned   [*]
2223
   VLB 9121   American Commercial Lines LLC   967570     7570     Xxxxxx- 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.

 

 

(ACL LOGO)
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     Xxxxxx- Owned   [*]
2226
   VLB 9123   American Commercial Lines LLC   967572     7572     Xxxxxx- Owned   [*]
2227
   VLB 9126   American Commercial Lines LLC   967575     7575     Xxxxxx- Owned   [*]
2228
   VLB 9127   American Commercial Lines LLC   967576     7576     Xxxxxx- Owned   [*]
2229
   VLB 9129   American Commercial Lines LLC   967578     7578     Xxxxxx- Owned   [*]
2230
   VLX 7651   American Commercial Lines LLC   567579     7579     Inactive in Use   [*]
2231
   VLB 9131   American Commercial Lines LLC   967580     7580     Xxxxxx- Owned   [*]
2232
   VLX 7653   American Commercial Lines LLC   567581     7581     Inactive in Use   [*]
2233
   VLB 9133   American Commercial Lines LLC   967582     7582     Xxxxxx- Owned   [*]
2234
   VLX 7654   American Commercial Lines LLC   567582     7582     Inactive in Use   [*]
2235
   VLB 9134   American Commercial Lines LLC   967583     7583     Xxxxxx- Owned   [*]
2236
   VLX 7655   American Commercial Lines LLC   567583     7583     Inactive in Use   [*]
2237
   ACBL 4151   American Commercial Lines LLC   597584     7584     Xxxxxx- Owned   [*]
2238
   VLB 9135   American Commercial Lines LLC   967584     7584     Xxxxxx- Owned   [*]
2239
   VLB 9136   American Commercial Lines LLC   967585     7585     Xxxxxx- 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     Xxxxxx- Owned   [*]
2243
   VLB 9140   American Commercial Lines LLC   967589     7589     Xxxxxx- Owned   [*]
2244
   VLX 7661   American Commercial Lines LLC   567589     7589     Inactive in Use   [*]
2245
   VLB 9141   American Commercial Lines LLC   967590     7590     Xxxxxx- Owned   [*]
2246
   VLX 7662   American Commercial Lines LLC   567590     7590     Inactive in Use   [*]
2247
   VLB 9143   American Commercial Lines LLC   967592     7592     Xxxxxx- Owned   [*]
2248
   VLB 9145   American Commercial Lines LLC   967594     7594     Xxxxxx- Owned   [*]
2249
   VLB 9147   American Commercial Lines LLC   967596     7596     Xxxxxx- Owned   [*]
2250
   VLB 9148   American Commercial Lines LLC   967597     7597     Xxxxxx- Owned   [*]
2251
   VLB 9149   American Commercial Lines LLC   967598     7598     Xxxxxx- Owned   [*]
2252
   VLX 7670   American Commercial Lines LLC   567598     7598     Inactive in Use   [*]
2253
   VLB 9152   American Commercial Lines LLC   967601     7601     Xxxxxx- Owned   [*]
2254
   VLB 9153   American Commercial Lines LLC   967602     7602     Xxxxxx- Owned   [*]
2255
   VLB 9155   American Commercial Lines LLC   967604     7604     Xxxxxx- Owned   [*]
2256
   VLX 7676   American Commercial Lines LLC   567604     7604     Inactive in Use   [*]
2257
   VLB 9156   American Commercial Lines LLC   967605     7605     Xxxxxx- 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     Xxxxxx- Owned   [*]
2262
   VLB 9164   American Commercial Lines LLC   967613     7613     Xxxxxx- Owned   [*]
2263
   VLB 9165   American Commercial Lines LLC   967614     7614     Xxxxxx- Owned   [*]
2264
   VLB 9166   American Commercial Lines LLC   967615     7615     Xxxxxx- Owned   [*]
2265
   VLX 7687   American Commercial Lines LLC   567615     7615     Inactive in Use   [*]
2266
   VLB 9167   American Commercial Lines LLC   967616     7616     Xxxxxx- Owned   [*]
2267
   VLX 7688   American Commercial Lines LLC   567616     7616     Xxxxxx- Owned   [*]
2268
   VLB 9168   American Commercial Lines LLC   967617     7617     Xxxxxx- Owned   [*]
2269
   VLB 9169   American Commercial Lines LLC   967618     7618     Xxxxxx- Owned   [*]
2270
   VLX 7690   American Commercial Lines LLC   567618     7618     Inactive in Use   [*]
2271
   VLB 9171   American Commercial Lines LLC   967620     7620     Xxxxxx- Owned   [*]
2272
   VLB 9172   American Commercial Lines LLC   967621     7621     Xxxxxx- Owned   [*]
2273
   VLB 9173   American Commercial Lines LLC   967622     7622     Xxxxxx- Owned   [*]
2274
   XXXXXX XXXXXXXX   American Commercial Lines LLC   607623     7623     Boat   [*]
2275
   VLB 9174   American Commercial Lines LLC   967623     7623     Xxxxxx- Owned   [*]
2276
   VLX 7695   American Commercial Lines LLC   567623     7623     Inactive in Use   [*]
2277
   VLB 9175   American Commercial Lines LLC   967624     7624     Xxxxxx- Owned   [*]
2278
   VLB 9176   American Commercial Lines LLC   967625     7625     Xxxxxx- Owned   [*]
2279
   VLX 7642   American Commercial Lines LLC   567625     7625     Inactive in Use   [*]
2280
   VLB 9177   American Commercial Lines LLC   967626     7626     Xxxxxx- Owned   [*]
2281
   VLB 9179   American Commercial Lines LLC   967628     7628     Xxxxxx- Owned   [*]
2282
   VLB 9180   American Commercial Lines LLC   967629     7629     Xxxxxx- Owned   [*]
2283
   VLB 9182   American Commercial Lines LLC   967631     7631     Xxxxxx- Owned   [*]
2284
   VLB 9183   American Commercial Lines LLC   967632     7632     Xxxxxx- Owned   [*]
2285
   VLB 9185   American Commercial Lines LLC   967634     7634     Xxxxxx- Owned   [*]
2286
   VLB 9186   American Commercial Lines LLC   967635     7635     Xxxxxx- Owned   [*]
2287
   VLB 9188   American Commercial Lines LLC   967637     7637     Xxxxxx- 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     Xxxxxx- 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     Xxxxxx- Owned   [*]
2294
   CHEM 286   American Commercial Lines LLC   1177642     7642     Tanker Box Jumbo (10k bbl)   [*]
2295
   VLB 9193   American Commercial Lines LLC   967642     7642     Xxxxxx- 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     Xxxxxx- Owned   [*]
2299
   CHEM 292   American Commercial Lines LLC   1177645     7645     Tanker Box Jumbo (10k bbl)   [*]
2300
   VLB 9196   American Commercial Lines LLC   967645     7645     Xxxxxx- 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.

 

 

(ACL LOGO)
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     Xxxxxx- Owned   [*]
2304
   CHEM 295   American Commercial Lines LLC   1177648     7648     Tanker Box Jumbo (10k bbl)   [*]
2305
   XXXX 0000   American Commercial Lines LLC   637649     7649     Xxxxxx- 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     Xxxxxx- Owned   [*]
2312
   SER 307   American Commercial Lines LLC   557658     7658     Xxxxxx- 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     Xxxxxx- Owned   [*]
2315
   SER 309   American Commercial Lines LLC   557660     7660     Xxxxxx- Owned   [*]
2316
   ACBL 1987   American Commercial Lines LLC   577661     7661     Inactive in Use   [*]
2317
   SER 310   American Commercial Lines LLC   557661     7661     Xxxxxx- 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     Xxxxxx- Owned   [*]
2320
   SER 314   American Commercial Lines LLC   557665     7665     Xxxxxx- Owned   [*]
2321
   SER 315   American Commercial Lines LLC   557666     7666     Xxxxxx- Owned   [*]
2322
   SER 416 B   American Commercial Lines LLC   557667     7667     Xxxxxx- 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     Xxxxxx- Owned   [*]
2326
   ACBL 3171   American Commercial Lines LLC   637670     7670     Xxxxxx- Owned   [*]
2327
   SER 419 B   American Commercial Lines LLC   557670     7670     Xxxxxx- Owned   [*]
2328
   ACBL 3172   American Commercial Lines LLC   637671     7671     Xxxxxx- Owned   [*]
2329
   SER 420 B   American Commercial Lines LLC   557671     7671     Xxxxxx- Owned   [*]
2330
   ACBL 2971   American Commercial Lines LLC   577672     7672     Xxxxxx- Owned   [*]
2331
   ACBL 3173   American Commercial Lines LLC   637672     7672     Xxxxxx- Owned   [*]
2332
   SER 421 B   American Commercial Lines LLC   557672     7672     Xxxxxx- Owned   [*]
2333
   ACBL 2972   American Commercial Lines LLC   577673     7673     Xxxxxx- Owned   [*]
2334
   ACBL 3174   American Commercial Lines LLC   637673     7673     Xxxxxx- Owned   [*]
2335
   SER 422 B   American Commercial Lines LLC   557673     7673     Xxxxxx- Owned   [*]
2336
   ACBL 3175   American Commercial Lines LLC   637674     7674     Xxxxxx- Owned   [*]
2337
   SER 423 B   American Commercial Lines LLC   557674     7674     Xxxxxx- Owned   [*]
2338
   ACBL 2974   American Commercial Lines LLC   577675     7675     Xxxxxx- Owned   [*]
2339
   ACBL 3176   American Commercial Lines LLC   637675     7675     Xxxxxx- Owned   [*]
2340
   SER 424 B   American Commercial Lines LLC   557675     7675     Xxxxxx- Owned   [*]
2341
   ACBL 3178   American Commercial Lines LLC   637677     7677     Xxxxxx- Owned   [*]
2342
   ACBL 2977   American Commercial Lines LLC   577678     7678     Xxxxxx- Owned   [*]
2343
   ACBL 3179   American Commercial Lines LLC   637678     7678     Xxxxxx- Owned   [*]
2344
   ACBL 3180   American Commercial Lines LLC   637679     7679     Xxxxxx- Owned   [*]
2345
   ACBL 3181   American Commercial Lines LLC   637680     7680     Xxxxxx- Owned   [*]
2346
   ACBL 3182   American Commercial Lines LLC   637681     7681     Xxxxxx- Owned   [*]
2347
   ACBL 3183   American Commercial Lines LLC   637682     7682     Xxxxxx- Owned   [*]
2348
   ACL 01131   American Commercial Lines LLC   1117682     7682     Fiberglass Lift Covers, Rake Hull   [*]
2349
   ACBL 3184   American Commercial Lines LLC   637683     7683     Xxxxxx- 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
   XXXXXX X. XXXXX   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.

 

 

(ACL LOGO)
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     Xxxxxx- Owned   [*]
2384
   PV 504 FLB   American Commercial Lines LLC   567732     7732     Xxxxxx- Owned   [*]
2385
   PV 506 FLB   American Commercial Lines LLC   567734     7734     Xxxxxx- Owned   [*]
2386
   PV 507 FLB   American Commercial Lines LLC   567735     7735     Xxxxxx- Owned   [*]
2387
   PV 548 FLB   American Commercial Lines LLC   567736     7736     Xxxxxx- Owned   [*]
2388
   PV 549 FLB   American Commercial Lines LLC   567737     7737     Xxxxxx- Owned   [*]
2389
   PV 550 FLB   American Commercial Lines LLC   567738     7738     Xxxxxx- Owned   [*]
2390
   PV 5901 FL   American Commercial Lines LLC   567739     7739     Xxxxxx- Owned   [*]
2391
   PV 5904 FL   American Commercial Lines LLC   567742     7742     Inactive in Use   [*]
2392
   PV 5907 FL   American Commercial Lines LLC   567745     7745     Xxxxxx- Owned   [*]
2393
   PV 5909 FL   American Commercial Lines LLC   567747     7747     Inactive in Use   [*]
2394
   PV 5910 FL   American Commercial Lines LLC   567748     7748     Xxxxxx- Owned   [*]
2395
   PV 5911 FL   American Commercial Lines LLC   567749     7749     Xxxxxx- Owned   [*]
2396
   PV 5912 FL   American Commercial Lines LLC   567750     7750     Xxxxxx- Owned   [*]
2397
   PV 5913 FL   American Commercial Lines LLC   567751     7751     Xxxxxx- Owned   [*]
2398
   PV 5975 FL   American Commercial Lines LLC   567754     7754     Xxxxxx- Owned   [*]
2399
   PV 5978 FL   American Commercial Lines LLC   567757     7757     Xxxxxx- Owned   [*]
2400
   PV 5979 FL   American Commercial Lines LLC   567758     7758     Xxxxxx- Owned   [*]
2401
   PV 5980 FL   American Commercial Lines LLC   567759     7759     Xxxxxx- Owned   [*]
2402
   PV 5983 FL   American Commercial Lines LLC   567762     7762     Xxxxxx- Owned   [*]
2403
   PV 5984 FL   American Commercial Lines LLC   567763     7763     Xxxxxx- Owned   [*]
2404
   PV 5985 FL   American Commercial Lines LLC   567764     7764     Inactive   [*]
2405
   PV 5987 FL   American Commercial Lines LLC   567766     7766     Xxxxxx- Owned   [*]
2406
   PV 5989 FL   American Commercial Lines LLC   567768     7768     Inactive in Use   [*]
2407
   PV 5990 FL   American Commercial Lines LLC   567769     7769     Xxxxxx- Owned   [*]
2408
   PV 5991 FL   American Commercial Lines LLC   567770     7770     Xxxxxx- Owned   [*]
2409
   PV 5993 FL   American Commercial Lines LLC   567772     7772     Xxxxxx- Owned   [*]
2410
   PV 5994 FL   American Commercial Lines LLC   567773     7773     Inactive in Use   [*]
2411
   PV 5996 FL   American Commercial Lines LLC   567775     7775     Xxxxxx- Owned   [*]
2412
   ACBL 6010   American Commercial Lines LLC   617777     7777     Xxxxxx- Owned   [*]
2413
   PV 5998 FL   American Commercial Lines LLC   567777     7777     Inactive in Use   [*]
2414
   ACBL 6011   American Commercial Lines LLC   617778     7778     Xxxxxx- Owned   [*]
2415
   PV 5999 FL   American Commercial Lines LLC   567778     7778     Xxxxxx- Owned   [*]
2416
   ACBL 6012   American Commercial Lines LLC   617779     7779     Xxxxxx- Owned   [*]
2417
   ACBL 6013   American Commercial Lines LLC   617780     7780     Xxxxxx- Owned   [*]
2418
   ACBL 6014   American Commercial Lines LLC   617781     7781     Xxxxxx- Owned   [*]
2419
   ACBL 6015   American Commercial Lines LLC   617782     7782     Xxxxxx- Owned   [*]
2420
   ACBL 6016   American Commercial Lines LLC   617783     7783     Xxxxxx- 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
   XXXX 0000   American Commercial Lines LLC   517813     7813     Inactive in Use   [*]
2424
   XX XXXXXXX   American Commercial Lines LLC   277814     7814     Inactive in Use   [*]
2425
   ACBL 1719   American Commercial Lines LLC   517820     7820     Xxxxxx- Owned   [*]
2426
   ACBL 1720   American Commercial Lines LLC   517821     7821     Inactive in Use   [*]
2427
   ACBL 1721   American Commercial Lines LLC   517822     7822     Xxxxxx- Owned   [*]
2428
   ACBL 2126   American Commercial Lines LLC   637823     7823     Inactive in Use   [*]
2429
   ACBL 1724   American Commercial Lines LLC   517825     7825     Xxxxxx- Owned   [*]
2430
   ACBL 1725   American Commercial Lines LLC   517826     7826     Xxxxxx- Owned   [*]
2431
   ACBL 2130   American Commercial Lines LLC   637827     7827     Xxxxxx- Owned   [*]
2432
   ACBL 1727   American Commercial Lines LLC   517828     7828     Xxxxxx- Owned   [*]
2433
   ACBL 2131   American Commercial Lines LLC   637828     7828     Xxxxxx- Owned   [*]
2434
   ACBL 134   American Commercial Lines LLC   637830     7830     Xxxxxx- Owned   [*]
2435
   ACBL 135   American Commercial Lines LLC   637831     7831     Xxxxxx- Owned   [*]
2436
   ACBL 136   American Commercial Lines LLC   637832     7832     Xxxxxx- Owned   [*]
2437
   ACBL 1733   American Commercial Lines LLC   517834     7834     Xxxxxx- Owned   [*]
2438
   ACBL 139   American Commercial Lines LLC   637835     7835     Xxxxxx- Owned   [*]
2439
   ACBL 1734   American Commercial Lines LLC   517835     7835     Xxxxxx- Owned   [*]
2440
   ACBL 142   American Commercial Lines LLC   637838     7838     Xxxxxx- Owned   [*]
2441
   ML 512 B   American Commercial Lines LLC   597842     7842     Xxxxxx- Owned   [*]
2442
   ML 513 B   American Commercial Lines LLC   597843     7843     Inactive in Use   [*]
2443
   ML 514 B   American Commercial Lines LLC   597844     7844     Xxxxxx- Owned   [*]
2444
   ML 515 B   American Commercial Lines LLC   597845     7845     Xxxxxx- Owned   [*]
2445
   ML 516 B   American Commercial Lines LLC   597846     7846     Xxxxxx- Owned   [*]
2446
   ML 521B   American Commercial Lines LLC   597851     7851     Xxxxxx- Owned   [*]
2447
   ML 522 B   American Commercial Lines LLC   597852     7852     Inactive in Use   [*]
2448
   ML 528 B   American Commercial Lines LLC   597858     7858     Xxxxxx- Owned   [*]
2449
   ML 529 B   American Commercial Lines LLC   597859     7859     Xxxxxx- Owned   [*]
2450
   ML 530 B   American Commercial Lines LLC   597860     7860     Xxxxxx- 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     Xxxxxx- Owned   [*]
2454
   ML 613   American Commercial Lines LLC   597876     7876     Xxxxxx- 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.

 

 

(ACL LOGO)
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     Xxxxxx- Owned   [*]
2456
   ACBL 1455   American Commercial Lines LLC   597891     7891     Xxxxxx- Owned   [*]
2457
   ML 712 B   American Commercial Lines LLC   597892     7892     Xxxxxx- Owned   [*]
2458
   ML 713 B   American Commercial Lines LLC   597893     7893     Xxxxxx- Owned   [*]
2459
   ML 714 B   American Commercial Lines LLC   597894     7894     Xxxxxx- Owned   [*]
2460
   ML 715 B   American Commercial Lines LLC   597895     7895     Xxxxxx- Owned   [*]
2461
   ML 717B   American Commercial Lines LLC   597897     7897     Xxxxxx- Owned   [*]
2462
   ML 802   American Commercial Lines LLC   597900     7900     Xxxxxx- Owned   [*]
2463
   ML 805   American Commercial Lines LLC   597903     7903     Xxxxxx- Owned   [*]
2464
   ML 806   American Commercial Lines LLC   597904     7904     Xxxxxx- Owned   [*]
2465
   ACBL 4332   American Commercial Lines LLC   627957     7957     Xxxxxx- Owned   [*]
2466
   CAJUN HUSTLER   American Commercial Lines LLC   527969     7969     Boat   [*]
2467
   ACBL 4235   American Commercial Lines LLC   617997     7997     Xxxxxx- Owned   [*]
2468
   ACBL 4232   American Commercial Lines LLC   617998     7998     Xxxxxx- Owned   [*]
2469
   ACBL 4230   American Commercial Lines LLC   618001     8001     Xxxxxx- Owned   [*]
2470
   ACBL 4243   American Commercial Lines LLC   618002     8002     Xxxxxx- 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     Xxxxxx- Owned   [*]
2474
   TTBL 4020   American Commercial Lines LLC   618032     8032     Xxxxxx- Owned   [*]
2475
   TTBL 4021   American Commercial Lines LLC   618033     8033     Xxxxxx- Owned   [*]
2476
   TTBL 4022   American Commercial Lines LLC   618034     8034     Xxxxxx- Owned   [*]
2477
   TTBL 4023   American Commercial Lines LLC   618035     8035     Xxxxxx- Owned   [*]
2478
   TTBL 4024   American Commercial Lines LLC   618036     8036     Xxxxxx- Owned   [*]
2479
   TTBL 4025   American Commercial Lines LLC   618037     8037     Xxxxxx- Owned   [*]
2480
   TTBL 4026   American Commercial Lines LLC   618038     8038     Xxxxxx- Owned   [*]
2481
   TTBL 4027   American Commercial Lines LLC   618039     8039     Xxxxxx- Owned   [*]
2482
   TTBL 4028   American Commercial Lines LLC   618040     8040     Xxxxxx- Owned   [*]
2483
   XXXXX 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     Xxxxxx- Owned   [*]
2498
   ACBL 4089   American Commercial Lines LLC   608099     8099     Xxxxxx- 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
   X. XXXXXXX 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     Xxxxxx- Owned   [*]
2506
   ABC 806B   American Commercial Lines LLC   598150     8150     Xxxxxx- Owned   [*]
2507
   XXX XXXX   American Commercial Lines LLC   598151     8151     Boat   [*]
2508
   VL 81200   American Commercial Lines LLC   628159     8159     Xxxxxx- Owned   [*]
2509
   VL 81201   American Commercial Lines LLC   628160     8160     Xxxxxx- Owned   [*]
2510
   954   American Commercial Lines LLC   568162     8162     Jumbo   [*]
2511
   VL 81203   American Commercial Lines LLC   628162     8162     Xxxxxx- 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     Xxxxxx- Owned   [*]
2515
   956   American Commercial Lines LLC   568164     8164     Jumbo   [*]
2516
   VL 81205   American Commercial Lines LLC   628164     8164     Xxxxxx- Owned   [*]
2517
   SCNO 1304   American Commercial Lines LLC   298165     8165     Inactive in Use   [*]
2518
   VL 81206   American Commercial Lines LLC   628165     8165     Xxxxxx- Owned   [*]
2519
   VL 81207   American Commercial Lines LLC   628166     8166     Xxxxxx- Owned   [*]
2520
   VL 81208   American Commercial Lines LLC   628167     8167     Xxxxxx- Owned   [*]
2521
   VL 81209   American Commercial Lines LLC   628168     8168     Xxxxxx- Owned   [*]
2522
   VL 81210   American Commercial Lines LLC   628169     8169     Xxxxxx- Owned   [*]
2523
   VL 81211   American Commercial Lines LLC   628170     8170     Xxxxxx- Owned   [*]
2524
   VL 81212   American Commercial Lines LLC   628171     8171     Xxxxxx- Owned   [*]
2525
   VL 81213   American Commercial Lines LLC   628172     8172     Xxxxxx- Owned   [*]
2526
   VL 81214   American Commercial Lines LLC   628173     8173     Xxxxxx- Owned   [*]
2527
   VL 81215   American Commercial Lines LLC   628174     8174     Xxxxxx- Owned   [*]
2528
   XXXXX 422   American Commercial Lines LLC   568175     8175     Oversized   [*]
2529
   VL 81216   American Commercial Lines LLC   628175     8175     Xxxxxx- Owned   [*]
2530
   XXXXX 424   American Commercial Lines LLC   568176     8176     Oversized   [*]
2531
   VL 81217   American Commercial Lines LLC   628176     8176     Xxxxxx- 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.

 

 

(ACL LOGO)
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     Xxxxxx- Owned   [*]
2533
   VL 81220   American Commercial Lines LLC   628179     8179     Xxxxxx- Owned   [*]
2534
   VL 81221   American Commercial Lines LLC   628180     8180     Xxxxxx- Owned   [*]
2535
   VL 81222   American Commercial Lines LLC   628181     8181     Xxxxxx- Owned   [*]
2536
   VL 81223   American Commercial Lines LLC   628182     8182     Xxxxxx- Owned   [*]
2537
   VL 81224   American Commercial Lines LLC   628183     8183     Xxxxxx- Owned   [*]
2538
   VL 81225   American Commercial Lines LLC   628184     8184     Xxxxxx- Owned   [*]
2539
   VL 81226   American Commercial Lines LLC   628185     8185     Xxxxxx- Owned   [*]
2540
   VL 81227   American Commercial Lines LLC   628186     8186     Xxxxxx- Owned   [*]
2541
   VL 81228   American Commercial Lines LLC   628187     8187     Xxxxxx- Owned   [*]
2542
   VL 81229   American Commercial Lines LLC   628188     8188     Xxxxxx- Owned   [*]
2543
   VL 81230   American Commercial Lines LLC   628189     8189     Xxxxxx- Owned   [*]
2544
   VL 81231   American Commercial Lines LLC   628190     8190     Inactive in Use   [*]
2545
   VL 81232   American Commercial Lines LLC   628191     8191     Xxxxxx- Owned   [*]
2546
   VL 81233   American Commercial Lines LLC   628192     8192     Xxxxxx- Owned   [*]
2547
   VL 81234   American Commercial Lines LLC   628193     8193     Xxxxxx- Owned   [*]
2548
   VL 81235   American Commercial Lines LLC   628194     8194     Xxxxxx- Owned   [*]
2549
   VL 81236   American Commercial Lines LLC   628195     8195     Xxxxxx- Owned   [*]
2550
   ACBL 4402   American Commercial Lines LLC   578196     8196     Inactive in Use   [*]
2551
   VL 81237   American Commercial Lines LLC   628196     8196     Xxxxxx- Owned   [*]
2552
   VL 81238   American Commercial Lines LLC   628197     8197     Xxxxxx- Owned   [*]
2553
   VL 81239   American Commercial Lines LLC   628198     8198     Xxxxxx- Owned   [*]
2554
   ACBL 1457   American Commercial Lines LLC   578199     8199     Inactive in Use   [*]
2555
   VL 81240   American Commercial Lines LLC   628199     8199     Xxxxxx- Owned   [*]
2556
   VL 81241   American Commercial Lines LLC   628200     8200     Inactive in Use   [*]
2557
   VL 81243   American Commercial Lines LLC   628202     8202     Xxxxxx- Owned   [*]
2558
   VL 81244   American Commercial Lines LLC   628203     8203     Xxxxxx- Owned   [*]
2559
   LEXINGTON   American Commercial Lines LLC   508204     8204     Boat   [*]
2560
   VL 81245   American Commercial Lines LLC   628204     8204     Xxxxxx- Owned   [*]
2561
   VL 81246   American Commercial Lines LLC   628205     8205     Xxxxxx- Owned   [*]
2562
   VL 81247   American Commercial Lines LLC   628206     8206     Xxxxxx- Owned   [*]
2563
   VL 81248   American Commercial Lines LLC   628207     8207     Xxxxxx- Owned   [*]
2564
   VL 81250   American Commercial Lines LLC   628209     8209     Xxxxxx- Owned   [*]
2565
   VL 81251   American Commercial Lines LLC   628210     8210     Xxxxxx- Owned   [*]
2566
   VL 81252   American Commercial Lines LLC   628211     8211     Xxxxxx- Owned   [*]
2567
   VL 81253   American Commercial Lines LLC   628212     8212     Xxxxxx- Owned   [*]
2568
   VL 81254   American Commercial Lines LLC   628213     8213     Xxxxxx- Owned   [*]
2569
   VL 81255   American Commercial Lines LLC   628214     8214     Xxxxxx- Owned   [*]
2570
   VL 81256   American Commercial Lines LLC   628215     8215     Xxxxxx- Owned   [*]
2571
   VL 81258   American Commercial Lines LLC   628217     8217     Xxxxxx- Owned   [*]
2572
   VL 81259   American Commercial Lines LLC   628218     8218     Xxxxxx- Owned   [*]
2573
   VL 81260   American Commercial Lines LLC   628219     8219     Xxxxxx- Owned   [*]
2574
   VL 81261   American Commercial Lines LLC   628220     8220     Xxxxxx- Owned   [*]
2575
   VL 81262   American Commercial Lines LLC   628221     8221     Xxxxxx- Owned   [*]
2576
   VL 81263   American Commercial Lines LLC   628222     8222     Xxxxxx- Owned   [*]
2577
   VL 81264   American Commercial Lines LLC   628223     8223     Xxxxxx- Owned   [*]
2578
   VL 81265   American Commercial Lines LLC   628224     8224     Xxxxxx- Owned   [*]
2579
   VL 81266   American Commercial Lines LLC   628225     8225     Xxxxxx- Owned   [*]
2580
   VL 81267   American Commercial Lines LLC   628226     8226     Xxxxxx- Owned   [*]
2581
   VL 81268   American Commercial Lines LLC   628227     8227     Xxxxxx- Owned   [*]
2582
   VL 81269   American Commercial Lines LLC   628228     8228     Xxxxxx- Owned   [*]
2583
   VL 81270   American Commercial Lines LLC   628229     8229     Xxxxxx- Owned   [*]
2584
   VL 7534   American Commercial Lines LLC   568230     8230     Inactive in Use   [*]
2585
   VL 81271   American Commercial Lines LLC   628230     8230     Xxxxxx- Owned   [*]
2586
   VL 81272   American Commercial Lines LLC   628231     8231     Xxxxxx- Owned   [*]
2587
   ACBL 2750   American Commercial Lines LLC   528232     8232     Inactive in Use   [*]
2588
   VL 81273   American Commercial Lines LLC   628232     8232     Xxxxxx- Owned   [*]
2589
   VL 81274   American Commercial Lines LLC   628233     8233     Xxxxxx- Owned   [*]
2590
   VL 81275   American Commercial Lines LLC   628234     8234     Xxxxxx- Owned   [*]
2591
   VL 81276   American Commercial Lines LLC   628235     8235     Xxxxxx- Owned   [*]
2592
   VL 81277   American Commercial Lines LLC   628236     8236     Xxxxxx- Owned   [*]
2593
   VL 81278   American Commercial Lines LLC   628237     8237     Xxxxxx- Owned   [*]
2594
   VL 81279   American Commercial Lines LLC   628238     8238     Xxxxxx- 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     Xxxxxx- Owned   [*]
2606
   VLB 7259   American Commercial Lines LLC   538289     8289     Xxxxxx- Owned   [*]
2607
   CHEM 173   American Commercial Lines LLC   1038301     8301     Jumbo   [*]
2608
   XXXXX 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.

 

 

(ACL LOGO)
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     Xxxxxx- Owned   [*]
2615
   ACBL 2011   American Commercial Lines LLC   588331     8331     Xxxxxx- Owned   [*]
2616
   ACBL 2016   American Commercial Lines LLC   588336     8336     Xxxxxx- Owned   [*]
2617
   ACBL 2017   American Commercial Lines LLC   588337     8337     Inactive in Use   [*]
2618
   ACBL 2018   American Commercial Lines LLC   588338     8338     Xxxxxx- Owned   [*]
2619
   ACBL 2019   American Commercial Lines LLC   588339     8339     Xxxxxx- Owned   [*]
2620
   ACBL 2020   American Commercial Lines LLC   588340     8340     Xxxxxx- 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
   XXXXX XXXXXXX   American Commercial Lines LLC   298357     8357     Boat   [*]
2626
   ACBL 4349   American Commercial Lines LLC   628359     8359     Xxxxxx- Owned   [*]
2627
   K 312B   American Commercial Lines LLC   588377     8377     Inactive in Use   [*]
2628
   K 316B   American Commercial Lines LLC   588381     8381     Xxxxxx- Owned   [*]
2629
   K 403   American Commercial Lines LLC   588384     8384     Inactive in Use   [*]
2630
   X. X. XXXX   American Commercial Lines LLC   518412     8412     Boat   [*]
2631
   XXX XXXXXXX   American Commercial Lines LLC   588466     8466     Boat   [*]
2632
   ACBL 4135   American Commercial Lines LLC   648467     8467     Xxxxxx- Owned   [*]
2633
   XXXXX 421B   American Commercial Lines LLC   958493     8493     Oversized   [*]
2634
   VL 7516   American Commercial Lines LLC   568507     8507     Xxxxxx- Owned   [*]
2635
   VL 7517   American Commercial Lines LLC   568508     8508     Xxxxxx- Owned   [*]
2636
   NOMA0248   American Commercial Lines LLC   618589     8589     Xxxxxx- 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     Xxxxxx- Owned   [*]
2641
   CCT 364   American Commercial Lines LLC   638609     8609     Xxxxxx- Owned   [*]
2642
   CCT 365   American Commercial Lines LLC   638610     8610     Xxxxxx- Owned   [*]
2643
   XXXXX X. XXXXXXXX   American Commercial Lines LLC   568630     8630     Boat   [*]
2644
   ACBL 1815   American Commercial Lines LLC   578665     8665     Xxxxxx- 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
   XXXXX 432   American Commercial Lines LLC   628721     8721     Oversized   [*]
2648
   WTT 0852   American Commercial Lines LLC   638731     8731     Xxxxxx- Owned   [*]
2649
   WTT 0853   American Commercial Lines LLC   638732     8732     Xxxxxx- Owned   [*]
2650
   WTT 0854   American Commercial Lines LLC   638733     8733     Xxxxxx- Owned   [*]
2651
   WTT 0855   American Commercial Lines LLC   638734     8734     Xxxxxx- Owned   [*]
2652
   WTT 0856   American Commercial Lines LLC   638735     8735     Xxxxxx- Owned   [*]
2653
   WTT 0857   American Commercial Lines LLC   638736     8736     Xxxxxx- Owned   [*]
2654
   WTT 0858   American Commercial Lines LLC   638737     8737     Xxxxxx- Owned   [*]
2655
   CHEM 181   American Commercial Lines LLC   1058738     8738     Jumbo   [*]
2656
   WTT 0859   American Commercial Lines LLC   638738     8738     Xxxxxx- Owned   [*]
2657
   XXXXXXX X XXXXXX   American Commercial Lines LLC   528740     8740     Boat   [*]
2658
   X. X. XXXXXXXX   American Commercial Lines LLC   578740     8740     Boat   [*]
2659
   WTT 0861   American Commercial Lines LLC   638740     8740     Xxxxxx- Owned   [*]
2660
   WTT 0863   American Commercial Lines LLC   638742     8742     Xxxxxx- Owned   [*]
2661
   WTT 0864   American Commercial Lines LLC   638743     8743     Xxxxxx- Owned   [*]
2662
   WTT 0865   American Commercial Lines LLC   638744     8744     Xxxxxx- Owned   [*]
2663
   WTT 0866   American Commercial Lines LLC   638745     8745     Xxxxxx- Owned   [*]
2664
   WTT 0867   American Commercial Lines LLC   638746     8746     Xxxxxx- Owned   [*]
2665
   WTT 0868   American Commercial Lines LLC   638747     8747     Xxxxxx- Owned   [*]
2666
   WTT 0869   American Commercial Lines LLC   638748     8748     Xxxxxx- Owned   [*]
2667
   WTT 0870   American Commercial Lines LLC   638749     8749     Xxxxxx- Owned   [*]
2668
   WTT 0871   American Commercial Lines LLC   638750     8750     Xxxxxx- Owned   [*]
2669
   WTT 0872   American Commercial Lines LLC   638751     8751     Xxxxxx- Owned   [*]
2670
   WTT 0873   American Commercial Lines LLC   638752     8752     Xxxxxx- Owned   [*]
2671
   WTT 0874   American Commercial Lines LLC   638753     8753     Xxxxxx- Owned   [*]
2672
   WTT 0875   American Commercial Lines LLC   638754     8754     Xxxxxx- Owned   [*]
2673
   NAN   American Commercial Lines LLC   628776     8776     Boat   [*]
2674
   ACBL 1373   American Commercial Lines LLC   578823     8823     Xxxxxx- Owned   [*]
2675
   ACBL 1374   American Commercial Lines LLC   578824     8824     Xxxxxx- Owned   [*]
2676
   ACBL 1375   American Commercial Lines LLC   578825     8825     Xxxxxx- Owned   [*]
2677
   ACBL 1376   American Commercial Lines LLC   578826     8826     Xxxxxx- Owned   [*]
2678
   ACBL 1377   American Commercial Lines LLC   578827     8827     Xxxxxx- Owned   [*]
2679
   CHEM 174   American Commercial Lines LLC   1038827     8827     Jumbo   [*]
2680
   ACBL 1378   American Commercial Lines LLC   578828     8828     Xxxxxx- Owned   [*]
2681
   ACBL 365X   American Commercial Lines LLC   1038828     8828     Xxxxxx- Owned   [*]
2682
   ACBL 1379   American Commercial Lines LLC   578829     8829     Xxxxxx- Owned   [*]
2683
   ACBL 366X   American Commercial Lines LLC   1038829     8829     Xxxxxx- Owned   [*]
2684
   ACBL 1380   American Commercial Lines LLC   578830     8830     Xxxxxx- Owned   [*]
2685
   ACBL 367X   American Commercial Lines LLC   1038830     8830     Xxxxxx- 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.

 

 

(ACL LOGO)
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     Xxxxxx- Owned   [*]
2687
   ACBL 368X   American Commercial Lines LLC   1038831     8831     Xxxxxx- Owned   [*]
2688
   ACBL 1382   American Commercial Lines LLC   578832     8832     Xxxxxx- Owned   [*]
2689
   ACBL 369X   American Commercial Lines LLC   1038832     8832     Xxxxxx- 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     Xxxxxx- Owned   [*]
2704
   ACBL 201   American Commercial Lines LLC   628923     8923     Xxxxxx- Owned   [*]
2705
   ACBL 202   American Commercial Lines LLC   628924     8924     Xxxxxx- Owned   [*]
2706
   ACBL 203   American Commercial Lines LLC   628925     8925     Xxxxxx- Owned   [*]
2707
   ACBL 204   American Commercial Lines LLC   628926     8926     Xxxxxx- Owned   [*]
2708
   ACBL 205   American Commercial Lines LLC   628927     8927     Xxxxxx- Owned   [*]
2709
   ACBL 206   American Commercial Lines LLC   628928     8928     Xxxxxx- Owned   [*]
2710
   ACBL 207   American Commercial Lines LLC   628929     8929     Xxxxxx- Owned   [*]
2711
   ACBL 208   American Commercial Lines LLC   628930     8930     Xxxxxx- Owned   [*]
2712
   ACBL 209   American Commercial Lines LLC   628931     8931     Xxxxxx- Owned   [*]
2713
   ACBL 210   American Commercial Lines LLC   628932     8932     Xxxxxx- Owned   [*]
2714
   ACBL 211   American Commercial Lines LLC   628933     8933     Xxxxxx- Owned   [*]
2715
   ACBL 212   American Commercial Lines LLC   628934     8934     Xxxxxx- Owned   [*]
2716
   ACBL 213   American Commercial Lines LLC   628935     8935     Xxxxxx- Owned   [*]
2717
   ACBL 214   American Commercial Lines LLC   628936     8936     Xxxxxx- Owned   [*]
2718
   ACBL 215   American Commercial Lines LLC   628937     8937     Xxxxxx- Owned   [*]
2719
   XXXXX XXXXXXXXX   American Commercial Lines LLC   518938     8938     Boat   [*]
2720
   ACBL 217   American Commercial Lines LLC   628939     8939     Xxxxxx- Owned   [*]
2721
   ACBL 218   American Commercial Lines LLC   628940     8940     Xxxxxx- Owned   [*]
2722
   ACBL 219   American Commercial Lines LLC   628941     8941     Xxxxxx- Owned   [*]
2723
   ACBL 143   American Commercial Lines LLC   638971     8971     Xxxxxx- Owned   [*]
2724
   ACBL 144   American Commercial Lines LLC   638972     8972     Xxxxxx- Owned   [*]
2725
   ACBL 146   American Commercial Lines LLC   638974     8974     Xxxxxx- Owned   [*]
2726
   ACBL 147   American Commercial Lines LLC   638975     8975     Xxxxxx- Owned   [*]
2727
   XXXXX XXXXXXX   American Commercial Lines LLC   979002     9002     Boat   [*]
2728
   ACL 96000   American Commercial Lines LLC   1039004     9004     Xxxxxx- 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.

 

 

(ACL LOGO)
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.

 

 

(ACL LOGO)
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.

 

 

(ACL LOGO)
     
  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

 

 

(ACL LOGO)
     
  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

 

 

(ACL LOGO)
     
  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

 

 

(ACL LOGO)
     
  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

 

 

(ACL LOGO)
     
  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

 

 

(ACL LOGO)
     
  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

 

 

(ACL LOGO)
     
  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

 

 

(ACL LOGO)
     
  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.
(ACL LOGO)
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.

 

 

(ACL LOGO)
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);

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          (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.

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     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:     
 

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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

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          (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:     
 

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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.

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     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:      

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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  
                                   
                                   
                                   
                                   
 

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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:

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  (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.

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          (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
          

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          (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.

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          (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);

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  (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

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      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

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      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

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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

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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

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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

3

 

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

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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.

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     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

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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

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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

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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

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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.

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               (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;

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                    (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

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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.

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               (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

 

         
         
  XXXXX 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 Xxxxx 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.
         
Xxxxx 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 XXXXX 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 Xxxxx 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

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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.

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     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.

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     (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.

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     (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.

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     (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

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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 xxxx 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,

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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;

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     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 xxxx, 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

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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

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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:      

 

 

         
         
  XXXXX 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 XXXXX 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:
Xxxxx Fargo Bank, National Association
000 X. Xxxxxxxx Xx., Xxxxx 0000
Xxxxxxxxxxxx, XX 00000
Attention: Xxxxx X. Xxxxxxx, Vice President
Tel. No. (000)000-0000
Fax No. (000)000-0000

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. “Xxxx Xxx, 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
         
Xxxx   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 XXXXX 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:
Xxxxx Fargo Bank, National Association
300 X. Xxxxxxxx Xx., Xxxxx 0000
Xxxxxxxxxxxx, XX 00000
Xttention: Xxxxx X. Xxxxxxx, Vice President
Tel. No. (000) 000-0000
Fax No. (000) 000-0000

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., “Xxxx Xxx, 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 XXXXX 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 Xxxxx 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 4-0

 

XXX-XXXXXXX XXXXXXXXXXXXXX

             
XXXXX XF ________________________
    )      
 
    )   ss.  
COUNTY OF ________________________
    )      
             
On
  ________________________,   before me,   _________________________________________________________________________,
 
           
 
  Date       Name and Title of Officer (e.g. “Xxxx Xxx, 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 Xxxxx 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.

Xxxxx 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 Xxxxx 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:
XXXXX FARGO BANK, NATIONAL
ASSOCIATION
 		    
By:        
  Name:        
  Title:        
 
Address for notices:
Xxxxx Fargo Bank, National Association
300 X. Xxxxxxxx Xx., Xxxxx 0000
Xxxxxxxxxxxx, XX 00000
Xttention: Xxxxx X. Xxxxxxx, Vice President
Tel. No. (000) 000-0000
Fax No. (000) 000-0000
Depositary Bank:                                                              
         
     
By:        
  Name:        
  Title:        
 

-4-

 

EXHIBIT O
GUARANTY
(see attached)

 

 

Dated as of April 27, 2007
by
EACH GUARANTOR PARTY HERETO
in favor of
XXXXX FARGO BANK, NATIONAL ASSOCIATION,
as the Administrative Agent

 

 

     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 XXXXX 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”), Xxxxx 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

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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

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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.

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     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 xxx 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

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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)

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     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 XXXXX 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 Xxxxx 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:

XXXXX FARGO BANK, NATIONAL ASSOCIATION,
not individually but solely as Administrative Agent
 		  
By:      
  Name:      
  Title:      
 
Annex I-3

 

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Filed: June 8th, 2009
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