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Amendment No.5, 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: December 29, 2000
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EXHIBIT 10.18

EXECUTION COPY

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

"Jeffboat Sale and Leaseback Transactions" shall mean the sale by Jeffboat LLC of barges or other equipment manufactured by Jeffboat LLC or any other Subsidiary to a third party, which such barges or other equipment are then leased back by the Borrower or a Subsidiary.

" Rent Adjusted Consolidated Leverage Ratio" shall mean, as of any date of determination, the ratio of (a) (i) Net Debt on such date plus (ii) Rent Expense multiplied by 8, to (b) Consolidated EBITDA plus Rent Expense (to the extent deducted in determining Consolidated EBITDA) for the period of four consecutive fiscal quarters ending on such date.

" Rent Expense" shall mean, for any period, all rent expense of the Borrower and the Subsidiaries for such period, on a consolidated basis for any assets.

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(ii) The definition of the term " Applicable Rate" is hereby amended by substituting the following new table for the existing table contained therein: Consolidated Leverage Ratio
Eurodollar SpreadB Revolving Loans
ABR SpreadB Revolving Loans
Eurodollar SpreadB Tranche B Term Loans
ABR SpreadB Tranche B Term Loans
Eurodollar Spread-Tranche C Term Loans
ABR-Spread Tranche C Term Loans
Fee Percentage
Category 1
Equal to or greater than 4.5 to 1.0 3.75 % 2.75 % 4.00 % 3.00 % 4.25 % 3.25 % 0.500 % Category 2
Equal to or greater than 4.0 to 1.0 but less than 4.5 to 1.0 3.50 % 2.50 % 3.75 % 2.75 % 4.00 % 3.00 % 0.500 % Category 3
Equal to or greater than 3.5 to 1.0 but less than 4.0 to 1.0 3.25 % 2.25 % 3.50 % 2.50 % 3.75 % 2.75 % 0.500 % Category 4
Equal to or greater than 3.0 to 1.0 but less than 3.5 to 1.0 3.00 % 2.00 % 3.50 % 2.50 % 3.75 % 2.75 % 0.375 % Category 5
Less than 3.0 to 1.0 2.75 % 1.75 % 3.50 % 2.50 % 3.75 % 2.75 % 0.375 %

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

" Consolidated EBITDA" shall mean, for any period, Consolidated Net Income for such period, plus (a) the sum, without duplication, of (i) to the extent not included in such Consolidated Net Income, deferred revenue of the Borrower and the Subsidiaries for such period in respect of Jeffboat Sale and Leaseback Transactions, and (ii) to the extent deducted in computing such Consolidated Net Income, the sum, without duplication, of (x) all Federal, state, local and foreign taxes, and Tax Distributions, (y) Consolidated Net Interest Expense and (z) depreciation, depletion, amortization of intangibles and other non-cash charges or non-cash losses (including non-cash transaction expenses and the amortization of debt discounts), minus, to the extent added in computing such Consolidated Net Income, (b) any non-cash income or non-cash gains, including the effects of previously deferred revenue in respect of Jeffboat Sale and Leaseback Transactions, all as determined on a consolidated basis with respect to the Borrower and the Subsidiaries in accordance with GAAP.

(b) Section 2.13(d) of the Credit Agreement is hereby amended by replacing therein the term "50%" with the term "75%".

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(c) Section 5.04(c) of the Credit Agreement is hereby amended by (i) deleting the words "Sections 6.10, 6.11 and 6.12" at the end thereof and substituting therefor the words "Sections 6.10, 6.11, 6.12 and 6.14" and (ii) by inserting the words "as of the date or for the period being reported on" before the semi-colon at the end thereof.

(d) Section 6.01(l) of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

(l) additional unsecured Indebtedness in an aggregate amount at any time outstanding not exceeding $10,000,000, provided that the sum of the aggregate principal amount of all Indebtedness incurred by a Foreign Subsidiary pursuant to this paragraph (l) and Indebtedness and Capital Lease Obligations incurred by Foreign Subsidiaries pursuant to paragraph (d) above and, in each case, outstanding at any time shall not exceed $10,000,000.

(e) Section 6.03 of the Credit Agreement is hereby amended by deleting the word "Enter" at the beginning of such section and in lieu thereof inserting the words "Other than with respect to Jeffboat Sale and Leaseback Transactions or Repayment Transactions, enter" at the beginning of such section. Section 6.03 of the Credit Agreement is hereby amended by inserting the following sentence at the end thereof: "Notwithstanding the foregoing, any Repayment Transaction which is of the type described in the preceding sentence shall comply with the provisions of Section 6.14."

(f) Section 6.04(n) of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

"(n) other investments, loans or advances in an amount at any time outstanding not exceeding $10,000,000."

(g) Section 6.10 of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

"SECTION 6.10. Capital Expenditures . Permit the aggregate amount of Consolidated Capital Expenditures made by the Borrower and the Subsidiaries, taken as a whole, (a) in the fiscal year ended December 25, 1998, to exceed the excess of (i) $70,000,000 over (ii) the aggregate amount of Consolidated Capital Expenditures made in 1998 by the Borrower and the Subsidiaries and National Marine and its subsidiaries, taken as a whole, prior to the Closing Date, and (b) in any fiscal y
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