CONDITIONAL ASSIGNMENT AND ASSUMPTION OF LEASE

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EXHIBIT 10.20

CONDITIONAL ASSIGNMENT AND ASSUMPTION OF LEASE

THIS CONDITIONAL ASSIGNMENT AND ASSUMPTION OF LEASE ("Assignment") is made

and entered into effective as of the Effective Date, as set forth in Section 5

herein, by and between AMERICAN COMMERCIAL TERMINALS LLC, a Delaware limited

liability company ("Assignor"), and NRG NEW ROADS HOLDINGS LLC, a Delaware

limited liability company ("Assignee").

WITNESSETH:

WHEREAS, The Burlington Northern and Santa Fe Railway Company ("BNSF"),

American Commercial Barge Line LLC ("ACBL") and Assignor entered into a

Memoranda of Understanding with NRG Power Marketing Inc. ("NRGPM"), and BNSF and

Assignor entered into another Memorandum of Understanding with NRGPM

(collectively, "MOU"), each dated August 6, 2004, both for the purpose of

setting forth the major terms and conditions under which Assignor and BNSF will

transport unit trains of coal from BNSF-served origins in the Powder River Basin

of Wyoming to Assignor's Hall Street Terminal at St. Louis, Missouri, for

furtherance to the Big Cajun No. II facility near New Roads, Louisiana (the "LG

Power Plant"); and

WHEREAS, the LG Power Plant is owned by Louisiana Generating LLC, a

Delaware limited liability company and affiliate/subsidiary of Assignee and

NRGPM ("LG"); and

WHEREAS, pursuant to the MOU, the parties thereto agreed to negotiate the

definitive terms and conditions of a transportation contract by and between LG,

BNSF and Assignor (the "Transportation Contract") as provided therein; and

WHEREAS, the parties have entered into Security Side Letter Agreement

("Security Side Letter Agreement"), pursuant to which American Commercial Lines

LLC ("ACL"), ACBL and Assignor (collectively, "American") has agreed to provide

certain assurances as additional security for its obligations under the

Transportation Contract; and

WHEREAS, pursuant to that certain Lease dated as of August 17, 1976,

entered into between Burlington Northern Inc., a Delaware corporation,

predecessor in interest to BNSF ("Landlord"), as landlord, and ACBL Western,

Inc., a Delaware corporation, predecessor in interest to Assignor, as tenant,

and all amendments, modifications, supplements and extensions thereto (as

amended and modified, the "Lease") copies of which are attached hereto as

EXHIBIT A, Assignor leases from Landlord that certain real property commonly

known as the "Premises", as more fully described in the Lease; and

WHEREAS, pursuant to the Security Side Letter Agreement, Assignor and

Assignee have agreed to enter into this Assignment, pursuant to which Assignor

will make a conditional assignment of the Lease to Assignee, which assignment is

conditioned upon the occurrence of a Trigger Event (as defined in the Security

Side Letter Agreement) and Assignee's timely exercise of the Terminal Option (as

defined in the Security Side Letter Agreement) and consummation of the purchase

of the Property pursuant to the Terminal Option Agreement dated of even date

herewith (the "Terminal Option Agreement"); and

WHEREAS, Assignor desires to conditionally assign its interest in the

Lease to Assignee, and Assignee desires to accept the assignment thereof, on the

terms and pursuant to the conditions set forth herein; and

WHEREAS, the Transportation Contract and the Ancillary Agreements (as

defined in the Security Side Letter Agreement) form the basis for the coal

transportation described above.

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NOW THEREFORE, in consideration of the promises and conditions contained

herein, and other good and valuable consideration, the receipt and sufficiency

of which is hereby acknowledged, the parties hereby agree as follows:

1. Assignor does hereby conditionally sell, grant, convey, assign,

transfer and set over to Assignee all of the right, title and interest of

Assignor in and to the Lease (including but not limited to all renewal options

and rights, all security deposits), which assignment and conveyance shall only

be effective upon Assignor's receipt from Assignee, within ninety (90) days of a

Trigger Event, of a written notice electing to enforce this Assignment (the

"Assignment Date"); and provided further that Assignee must also timely exercise

the Terminal Option and consummate the purchase of the Property pursuant to the

Terminal Option Agreement.

2. Assignee does hereby accept the assignment set forth above, and for the

benefit of Assignor does hereby assume and agree to be bound and abide by all

covenants, agreements and undertakings of Assignee as tenant, as they apply from

and after the Assignment Date, under the Lease.

3. Assignor represents and confirms unto Assignee that the Lease is in

full force and effect, unchanged and unmodified; that there are no defaults by

Assignor, as of the date of execution of this Assignment by Assignor, under the

Lease; and that Assignor is not aware of any conditions or circumstances which,

by lapse of time or upon the giving of notice or both, would result in Landlord,

Assignor or Assignee being in default under the Lease; and that Assignee has

paid all rental obligations and other charges due under or arising out of the

Lease up to and including the date of execution of this Assignment by Assignor.

4. Assignee hereby agrees to indemnify and hold harmless Assignor from any

and all loss, damage, claim or liability (including reasonable attorney's fees)

arising from or under the Lease after the Assignment Date.

5. The "Effective Date" of this Assignment shall be the Effective Date as

defined in the Security Side Letter Agreement. In addition to the foregoing,

this Assignment shall not be enforceable against the parties hereto unless and

until the definitive Transportation Contract has been entered into among the

parties thereto.

6. Assignor agrees to obtain the consent of Landlord to this Assignment in

the form attached hereto as EXHIBIT B.

7. For so long as Assignor has outstanding obligations under the

Transportation Contract and the Ancillary Agreements remain in effect, the

terms, conditions and covenants of this Assignment shall be binding upon and

shall inure to the benefit of each of the parties to this Assignment, their

heirs, successors or assigns, shall run with the land, and may be amended,

waived or terminated only by an agreement in writing signed by both parties,

their successors or assigns.

8. This Assignment may be executed in multiple counterparts, each of which

shall be deemed an original, but all of which shall constitute one and the same

instrument. For purposes of executing this Assignment, a document signed and

transmitted by facsimile machine or telecopier is to be treated as an original

document. At the request of either party, the other will confirm facsimile

signature by signing an original instrument.

9. The laws of the State of Missouri shall govern the interpretation,

validity, performance and enforcement of this Assignment.

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IN WITNESS WHEREOF, Assignor and Assignee have executed this Assignment,

effective as of the date set forth below their signatures.

ASSIGNOR: ASSIGNEE:

AMERICAN COMMERCIAL TERMINALS LLC, NRG NEW ROADS HOLDINGS LLC,

a Delware limited liability company a Delware limited liability company

By: /s/ W N Whitlock By: /s/ John P. Brewster

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Name: W N Whitlock Name: John P. Brewster

Title: President Title: President

Date: 12-10-04 Date: 12/10/04

SIGNATURE PAGE TO CONDITIONAL ASSIGNMENT AND ASSUMPTION OF LEASE

(BNSF LEASE)

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EXHIBIT A TO CONDITIONAL ASSIGNMENT AND ASSUMPTION OF LEASE

(COPY OF LEASE)

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Indefinite Term Lease

No. 222,839

THIS LEASE made this 17th day of August, 1976 between BURLINGTON NORTHERN

INC., a Delaware corporation, hereinafter called "Lessor", and ACBL WESTERN,

INC., a Delaware corporation,

whose post office address is 1701 East Market Street, Jeffersonville, Indiana

47130 hereinafter called "Lessee",

WITNESSETH:

In consideration of the covenants hereinafter contained to be kept and

performed by Lessee, Lessor hereby leases to Lessee upon the terms and

conditions hereinafter set forth the following described premises situate in the

City of St. Louis, County of St. Louis, State of Missouri.

All that part of premises of the said lessor as shown outlined red on the

print hereto attached, marked Exhibit "A" dated August 12, 1976 and made a part

hereof.

SAVING AND RESERVING to Lessor the right to construct, maintain and

operate a railroad track or tracks; to construct, maintain and use buildings or

other structures for railroad purposes located or to be located upon any part of

the above described premises not occupied by the buildings and structures

hereinafter mentioned; to construct, maintain and use or to permit to be

constructed, maintained and used by others any existing or additional pipe,

telegraph, telephone or power transmission line upon over or beneath the said

premises; to make any change in or any part thereof for railroad purposes; and

further saving and reserving to Lessor the right to enter thereon for any one or

more of such Purposes without payment to Lessee of any sum for damage of any

nature which may be caused thereby.

Lessee hereby leases said premises from Lessor for the term hereof subject

to the covenants and promises following which Lessee agrees to observe and

perform, to-wit:

1. Lessee shall use and occupy said premises for the sole and exclusive

purpose of constructing, maintaining, and operating thereon a non-exclusive

roadway, overhead conveyors and rail-barge coal handling facility shown outlined

red on said Exhibit "A" together with temporary roadway and construction area

shown batched red on said Exhibit "A".

No other buildings, structures, additions, alterations or improvements shall be

erected or made on the premises by Lessee or at the direction of Lessee, save

with the express permission of Lessor in writing and at the sole cost of Lessee.

2. Lessee shall pay annually, in advance, as rental for said premises the

sum of Twelve thousand and no/100 Dollars ($12,000.00).

3. Lessor reserves the right to change the rental stipulated herein at any

time while this lease remains in effect.

4. Lessee shall pay all taxes, license fees or other charges which may

become due or which may be assessed against said premises, against Lessee,

against the business conducted on said premises or against any and all

improvements placed thereon during the term hereof, except special assessments

for public improvements. Lessee shall reimburse Lessor for any such taxes,

license fees or other charges which may be paid by Lessor promptly upon the

presentation by Lessor or bills for the amount thereof, and in default of such

reimbursement, all sums so paid by Lessor shall be deemed to be and shall be

treated as additional rental and recoverable as such hereunder.

In the event that the premises hereby demised, or any part thereof, shall

be subject to any spacial assessment for any public-improvement or improvements,

the rental herein reserved and stipulated to be paid by Lessee shall be

automatically increased by an amount equal to [ ] per annum on the total amount,

of the assessment.

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5. Lessee shall not place or permit to be placed or to remain, any

material, structure, pole or other obstruction within 8.5 feet laterally of the

center line or within 23 feet vertically from the top of rail of any track

located on or near said premises; provided that if by statute or order of

competent public authority greater clearances shall be required than those

provided for in this paragraph, then Lessee shall strictly comply with such

statute or order.

No building or structure erected on said premises shall have a swinging

door or window opening towards any railroad track which, when open, will

restrict the clearance to less than 8.5 feet from the center line of such track.

Lessee shall not nor shall Lessee foster, sanction or permit others to

operate any equipment, motor driven or otherwise, for the purpose of serving

Lessee, upon, or across any railroad track located on or adjacent to the demised

premises except at established crossings.

Lessee agrees to indemnify and save harmless Lessor from all loss, damage,

penalties, costs or judgments that may be assessed against or recovered from it

on account of or in any manner arising or growing out of a violation of the

provisions of this paragraph 5.

6. Lessee, at Lessee's sole costs and expense, shall install and maintain

adequate facilities for fire protection in all buildings and structures upon

said premises. Lessee also, at Lessee's sole cost and expense, shall observe

and comply with all the rules, regulations and orders of any duly constituted

authority and of any board of fire underwriters having jurisdiction of said

premises and all provisions of any fire insurance policy covering said premises.

7. Lessee shall not permit the existence of any nuisance on said premises;

shall maintain and keep the same in proper, clean, safe end sanitary condition

and free and clear of any explosive, flammable or combustible material which

would increase or tend to increase the risk of fire, except for such material as

may be necessary to Lessee's business; and, further, Lessee shall keep, observe

and comply with all federal, state and local regulations, ordinances and

laws, and with the regulations of any duly constituted legal authority having

jurisdiction of the premises, and at Lessee's sole cost shall make any and all

improvements, alterations, repairs and additions and install all appliances

required on said premises by or under any such regulations, ordinances or laws.

Lessee shall not place or permit to be placed any advertising matter upon any

part of said premises or upon any improvements thereon, except such as is

necessary to advertise Lessee's own business,

8. Lessee, at Lessee's sole cost and expense, shall keep the premises

hereby demised in good condition and shall make all repairs and renewals that

from time to time may be necessary to keep any improvement which may be located

thereon in good condition and repair and ready and fit for occupancy; and on

termination of this lease, either by expiration of the term hereof or by

cancellation, or otherwise, shall surrender said demised premises in a condition

satisfactory to Lessor and shall fill and level all excavations and remove and

level all obstructions above ground at Lessee's sole cost and expense. In the

event of Lessee's failure to do so, Lessor may do said work end Lessee shall

reimburse Lessor for the cost end expense thereof.

9. (a) It is understood by the parties that said premises are in dangerous

proximity to the tracks of Lessor and that property on said premises will be in

danger of injury or destruction by fire incident to the operation, maintenance

or improvement of the railway, and Lessee accepts this lease subject to such

dangers. It is therefore agreed, as one of the material considerations of this

lease without which the same would not be granted, that Lessee assumes all risk

of loss, damage or destruction by fire to buildings or contents or to any other

property brought upon or in proximity to said premises by Lessee, or by any

other person with the consent or knowledge of Lessee, without regard to whether

such fire be the result of negligence or misconduct of any person in the employ

or service of Lessor or of defective appliances, engines or machinery, except to

the premises of Lessor and to rolling stock belonging to Lessor or to others,

and to shipments of third parties in the course of transportation. Lessee hereby

indemnifies and agrees to protect Lessor from all such loss, damage or

destruction to property, including claims and causes of action asserted against

Lessor by any insurer of said property.

(b) Lessee also agrees to indemnify and hold harmless Lessor for loss,

damage, injury or death from any set or omission of Lessee, Lessee's invitees,

licensees, employees, or agents, to the person or property of the parties hereto

and their employees, and to the person or property of any other person or

corporation while on or near said premises; and if any claim or liability, other

than from fire, shall arise from the joint or concurring negligence of both

parties hereto, it shall be borne by them equally.

10. It is agreed that the provisions of paragraphs 5 and 9 are for the

equal protection of any other railroad company or companies heretofore or

hereafter granted the joint use of Lessor's property, of which said premises are

a part.

11. (a) Without the written consent of Lessor. Lessee shall not assign

this lease or any interest therein, or sublet, and no heir, executor,

administrator, receiver, master, sheriff, trustee in bankruptcy, or other

assignee by operation of law shall assign or sublet without such written

consent.

(b) In the event of assignment of this lease. Lessor, having no advice to

the contrary, shall at such time credit all unearned rental hereunder to the

assignee. Any other disposition of unearned rental will be made by Lessor only

upon the joint written request of both Lessee and Lessee's assignee at the time

of submitting said assignment to Lessor for its consent.

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12. Each and all of the cover and promises made by Lessee herein material

considerations herefor, and upon the breach or non-performance by Lessee of any

of the said covenants or promises, Lessor, at its option, may re-enter said

premises, or any part thereof in the name of the whole, upon ten (10) days'

written notice to Lessee, and may have, repossess and enjoy the same as of its

former estate, and may terminate this lease and all rights hereby granted. A

waiver by Lessor of a default shall not be deemed a waiver of any subsequent

default of Lessee.

13. Notwithstanding any requirement herein for payment of rental in

advance for a period in excess of one month, it is further agreed that either

party may terminate this lease at any time upon giving the other party not less

than thirty (30) days' written notice of such termination; provided, however,

that rent shall be paid by said Lessee to the date of termination fixed by said

notice.

14. Upon the date of termination of this lease by notice as aforesaid, or

otherwise,