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Amendment No. 1 To Credit Agreement

This is an actual contract by American Commercial Lines.

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Sectors: Transportation
Governing Law: New York, View New York State Laws
Effective Date: September 27, 2002
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Exhibit 10.1

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

A. Pursuant to the Credit Agreement, the Lenders and the Issuing Bank have extended credit to the Borrower, and have agreed to extend credit to the Borrower, in each case pursuant to the terms and subject to the conditions set forth therein.

B. The Borrower has requested that the Required Lenders agree to amend certain provisions of the Credit Agreement. The Required Lenders are willing to amend the Credit Agreement pursuant to the terms and subject to the conditions set forth herein.

C. Each capitalized term used and not otherwise defined herein shall have the meaning assigned to such term in the Credit Agreement.

Accordingly, in consideration of the mutual agreements herein contained and other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties hereto agree as follows:

SECTION 1. Amendments .

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

(i) The following definitions are hereby inserted in the appropriate alphabetical order therein:

"" Deferred Interest Rate" shall mean 1.00% per annum." "" First Amendment Period" shall mean the period from and including November 8, 2002 to but excluding the 2003 Restructuring Date."


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"" 2003 Restructuring Date" shall mean the date on which the financial restructuring provided for in the 2003 Restructuring Plan is consummated." "" 2003 Restructuring Plan" shall mean a financial restructuring plan satisfactory to the Required Lenders and delivered by the Borrower to the Lenders pursuant to Section 5.04(i), as such plan may be modified from time to time with the written consent of the Required Lenders."

(ii) The definition of the term " Applicable Percentage" is hereby amended by substituting the following new table for the existing table contained therein: Eurodollar Spread- ABR Spread- Eurodollar Revolving Revolving Spread ABR Eurodollar ABR- Consolidated Loans and Loans and Tranche B Spread Spread- Spread Leverage Tranche A Term Tranche A Term Tranche B Tranche C Tranche C Fee Ratio Loans Term Loans Loans Term Loans Term Loans Term Loans Percentage Category 1 4.25 % 3.25 % 4.50 % 3.50 % 4.75 % 3.75 % 0.500 % Equal to or greater than 4.5 to 1.0 Category 2 4.00 % 3.00 % 4.25 % 3.25 % 4.50 % 3.50 % 0.500 % Equal to or greater than 4.0 to 1.0 but less than 4.5 to 1.0 Category 3 3.75 % 2.75 % 4.00 % 3.00 % 4.25 % 3.25 % 0.500 % Equal to or greater than 3.5 to 1.0 but less than 4.0 to 1.0 Category 4 3.50 % 2.50 % 4.00 % 3.00 % 4.25 % 3.25 % 0.375 % Equal to or greater than 3.0 to 1.0 but less than 3.5 to 1.0 Category 5 3.25 % 2.25 % 4.00 % 3.00 % 4.25 % 3.25 % 0.375 % Less than 3.0 to 1.0

(iii) The definition of the term " Asset Sale" is hereby amended and restated in its entirety as follows:

"" Asset Sale" shall mean the sale, transfer or other disposition (by way of merger or otherwise) by the Borrower or any of the Subsidiaries to any person other than the Borrower or any Subsidiary Guarantor of


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(a) any Capital Stock or equity interests of any of the Subsidiaries (other than directors' qualifying shares or interests) or (b) any other assets of the Borrower or any of the Subsidiaries (other than (i) inventory, excess, damaged, obsolete or worn out assets, scrap and Permitted Investments, in each case disposed of in the ordinary course of business, (ii) dispositions resulting in Casualty Proceeds or Condemnation Proceeds or (iii) sales or transfers (x) by or among Foreign Subsidiaries or (y) from a Loan Party to a Foreign Subsidiary to the extent, in the case of this clause (y), that (A) such Loan Party would be permitted to advance the fair market value of the asset transferred to such Foreign Subsidiary under Section 6.04(c) and (B) any such transfer is treated as an intercompany loan pursuant to Section 6.04(c) and evidenced by an intercompany note pledged to the Collateral Agent pursuant to the Pledge Agreement for the benefit of the Secured Parties), provided that any asset sale or series of related asset sales described in clause (b) above (including by way of condemnation or casualty) having a value not in excess of $750,000 shall be deemed not to be an " Asset Sale" for purposes of this Agreement; and provided, further, that the sale of Program Receivables pursuant to the Receivables Program shall be deemed not to be an " Asset Sale" for purposes of this Agreement."

(iv) The definition of the term " Subsidiary" is hereby amended and restated in its entirety to read as follows:

"" Subsidiary" shall mean any direct or indirect subsidiary of the Borrower. For the avoidance of doubt, the term " Subsidiary" shall not include Vessel Leasing LLC for as long as Holdings, the Borrower and/or one or more Subsidiaries does not (a) own, beneficially or of record, more than 50% of the Capital Stock of Vessel Leasing LLC and (b) Control Vessel Leasing LLC."

(b) Section 2.06 of the Credit Agreement is hereby amended by inserting at the end thereof the following new paragraph (d):

" (d) Notwithstanding anything to the contrary contained in this Agreement, unless the Required Lenders otherwise agree in writing:

(i) subject to the provisions of Section 2.07, during the First Amendment Period, interest on the outstanding Loans shall accrue at the rates per annum otherwise applicable to such Loans pursuant to Section 2.06(a) or (b), as the case may be, plus the Deferred Interest Rate;

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