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

A. Mid-South Terminal Company LLC, a Tennessee limited liability company (" Mid-South ") that is 50% owned by American Commercial Terminals-Memphis LLC, a Delaware limited liability company that is a wholly owned indirect Subsidiary of the Borrower (" ACT-Memphis "), intends to, or intends to cause one of its subsidiaries (together with Mid-South, the " Acquiror ") to, acquire (the " Acquisition ") all the capital stock of Tajon Holdings, Inc., a Pennsylvania corporation (" Tajon "), from the holders thereof (collectively, the " Seller "), for consideration consisting of (a) approximately $23,000,000 in cash (the " Cash Consideration ") to be paid to the Seller on the date of closing of the Acquisition (the " Acquisition Closing Date ") and (b) the assumption by the Acquiror on the Acquisition Closing Date of up to $16,000,000 in the aggregate of indebtedness of Tajon (the " Tajon Indebtedness "), of which approximately $10,000,000 is expected to be repaid on the Acquisition Closing Date (the " Refinanced Tajon Indebtedness ").

B. Mid-South intends to borrow (a) a portion of the Cash Consideration, (b) funds to refinance the Refinanced Tajon Indebtedness and (c) funds to refinance approximately $6,500,000 of indebtedness of Mid-South on the Acquisition Closing Date from Bank One Kentucky, NA (" Bank One ") and a group of other lending institutions to be arranged by Bank One (collectively with Bank One, the " Bank One Lenders "), pursuant to a credit agreement to be dated the Acquisition Closing Date (the " Bank One Credit Agreement ") that Mid-South intends to, and intends to cause certain of its subsidiaries to, enter into, in each case, as borrowers (collectively, the " Bank One Borrowers "), with Bank One, as administrative agent and Bank One Lender, and the other Bank One Lenders party thereto.

C. The Bank One Credit Agreement will provide the Bank One Borrowers with (a) a term loan facility in an aggregate amount of up to $33,000,000 which is expected to be drawn on the Acquisition Closing Date, (b) a revolving credit facility in an aggregate amount of up to $5,000,000 which may be drawn from time to time and (c) a letter of credit in the amount of $5,400,000 that will be issued on the Acquisition Closing Date to the issuer of an existing letter of credit that supports certain of the Tajon Indebtedness.

D. Subject to the approval of this Amendment by the Required Lenders, the obligations of the Bank One Borrowers under the Bank One Credit Agreement will be secured by a pledge by ACT-Memphis (the "ACT-Memphis Pledge ") of the securities evidencing its (a) limited liability interest in Mid-South and (b) general p
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