CONDITIONAL ASSIGNMENT AND ASSUMPTION OF LEASE

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EXHIBIT 10.21

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 a 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 June 12, 1985, entered

into between the City of St. Louis, a municipal corporation of the State of

Missouri ("Landlord"), as landlord, and 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 certain mooring privileges, easements, and access rights at such

locations (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

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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.

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.

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 use its reasonable best efforts to obtain the

consent of Landlord to this Assignment in the form attached hereto as Exhibit B,

but the parties specifically acknowledge and agree that the final form thereof

shall be subject to such change as may be required by Landlord.

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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.

(SIGNATURE PAGE TO FOLLOW)

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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 Delaware limited liability company a Delaware limited company

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

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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

(St. Louis Lease)

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EXHIBIT A TO CONDITIONAL ASSIGNMENT AND ASSUMPTION OF LEASE

(Copy of Lease)

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LEASE AGREEMENT

This agreement made and entered into as of the 12 day of June, 1985, by

and between the City of St. Louis, a Municipal Corporation of the State of

Missouri, hereinafter called Lessor, through its Mayor and Comptroller and

American Commercial Terminals, Inc., a Delaware Corporation, hereinafter called

Lessee, through its President and Assistant Secretary.

WITNESSETH:

1. That for and in consideration of the rents hereinafter reserved to be

paid by the Lessee to the Lessor, and the mutual covenants and agreements herein

contained, the Lessor hereby leases and lets to said Lessee an exclusive

license to the following described mooring privileges to wit:

Beginning at the center line of Holly Avenue and for a distance of 1400

feet upstream and 1000 feet downstream for a total of 2400 feet of mooring

space. Further, the City grants an easement to the Lessee to cross over

City property on both sides of the floodwall and including the

installation of load up coveyor system and supports of the system. The

conveyor system will cross the concrete floodwall at a point 200 feet

north of the center line of Holly Avenue.

It is further agreed that the Lessor will grant a license during the term

of this lease to cross over City property on both sides of the floodwall

for maintenance and construction purposes.

It is further agreed that the Lessor grants the right of access through

the nearest existing opening in the floodwall and along the area between

the floodwall and the river including the right of access from such areas

to the mooring cells.

The Lessor grants mooring rights, including the right to install mooring

cells and other related permanent improvements in the Mississippi River between

the above described points.

2. The term of this lease shall be for twenty-five (25) years beginning on

the 12 day of June, 1985 and terminating on the 11 day of June, 2010.

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3. For the rights and privileges herein granted, the Lessee agrees to pay

the Lessor an annual rental of Twenty-Two Thousand Five Hundred Dollars

($22,500.00) ($9.375 per linear foot * 2400 linear feet) payable at a rate of

One Thousand Eight Hundred Seventy-Five Dollars ($1,875.00) monthly in advance.

4. The rents to be paid to the Lessor for the rights and privileges

leased hereunder shall be subject to adjustments as provided by, and under

the terms and conditions set forth in "APPENDIX A, STANDARD PROVISIONS, LEASES

OF WHARF LAND AND MOORING," which is attached hereto and made a part hereof.

5. The above described area shall be used only for the purpose of

handling, loading and unloading bulk commodities between truck, railcar and

barges. Bulk commodities shall mean coal, coke, grain, feed or other

agricultural products, fertilizers and other similar fungible dry bulk

commodities commonly carried on barge.

6. In consideration of the granting of this lease the following

considerations become part of the lease conditions.

In the past, conversations have taken place between representatives of

American Commercial Terminals, Inc. (ACT, fomerly ACBL Western, Inc. (ACBL),

Burlington Northern (BN), and the City of St. Louis (City). One topic of

particular discussion has been the approximately 70 acres, the site of the coal

transfer facility, owned by ACT. The City has indicated its interest in

reserving for future development that part of the property which lies south of

the extension of Adelaide Avenue and ACT is willing to do so in consideration of

the granting of a lease on certain adjacent riverfront property to be used in

conjunction with its bulk commodity transfer facility.

ACT hereby grants onto the City of St. Louis the following interests in

said property lying south of the extension of Adelaide:

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(A) For a period of 10 years from the date hereof, the right to

first refusal to acquire said property or to designate another party to acquire

said property, provided that the purpose of acquisition is for industrial

development on a firm basis. In such event, the party seeking to develop the

property must have a firm construction contract acceptable to the City to permit

completion and commencement of operation of the improvement within a reasonable

time. ACT shall have the right to refuse to transfer the property for such

purpose only if the proposed activity would compete with or would substantially

interfere with ACT's operation of its bulk commodity transfer facility or with

BN's rail common carrier activities.

(B) The above mentioned right of first refusal shall lapse in the

event that ACT shall indicate in writing to the City that ACT wishes to expand

the capacity of its bulk commodity transfer facility by use of such property, or

to otherwise develop such property, and if the City within 180 days thereafter

does not exercise such right of first refusal. ACT may not, however, indicate

such a desire to utilize such property until at least 3 years from date hereof.

(C) In the event such right of first refusal is exercised, the

transferee shall pay to ACT for such property the prorated per acre price paid

By ACT for the entire tract plus an interest charge from the date July 1, 1975,

until the date of transfer. The interest charge shall be calculated (1) by

applying the prime interest rate charged by Chase Manhattan Bank on a monthly

basis, plus 1/2 of it, or (2) at a rate of 10% per annum, whichever is less.

7. The following shall be added after the first sentence of Paragraph 5 of

Appendix A hereto; "The term "cure" as used herein with respect to providing the

Lessee ninety days of the notice of any default other than non-payment in which

to cure such default, shall mean prompt institution of all proceedings and

actions necessary to accomplish such

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cure and the diligent pursuit thereof. The Lessor shall take no action to cancel

such lease rights based upon such a default other than for non-payment so long

as all proceedings and actions necessary to such a cure have been and are

promptly instituted and diligently pursued; provided that in no event, other

than due to an occurrence of an act of God or other event outside of the control

of Lessee, shall such cure period be for longer than ??? days after such

notice."

8. The following shall be added at the end of Paragraph 9 of Appendix A

hereto: "In the event the Lessor should exercise its rights under Paragraphs 8

and 9 of Appendix A, it is the intent of the Lessor and the Lessor will make

every effort to provide to Lessee or its approved successor, an appropriate

and acceptable site for mooring vessels if desired by Lessee consistent with any

leases or other agreements which may be in effect at that time. The Lessor

recognizes the magnitude of the investment made by Lessee and the vital

significance of Lessee's location hereunder as a part of its business."

9. The following shall be added at the end of Paragraph 13 of Appendix

hereto: "Notwithstanding the foregoing, the Lessee is hereby authorized to

assign the lease or sublease the property leased hereby to the Bi-State

Development Agency of the Missouri-Illinois Metropolitan District ("Bi-State")

and for Bi-State to assign or sublease said property back to Lessee, including

pursuant to the lease between Lessee and Bi-State dated June 30, 1980 and the

sublease agreement between Bi-State and Lessee dated as of june 30, 1980, all in

connection with the $23,000,000 aggregate principal amount of district Terminal

Facilities revenue Bonds (American Commercial Terminals, Inc., Project), Series

1980 of Bi-State issued on or about June 30, 1980 and any refunding bonds issued

to pay off all or a portion of said bonds hereafter. Any approved assignee or

sublease is granted rights of notice and cure of default in addition to, and to

the same extent as, the Lessee hereunder."

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10. The second sub-paragraph of Paragraph 14 of Appendix A is hereby

deleted and the following is substituted therefor: "Sale of all or substantially

all of the assets of the Lessee other than to or by Bi-State or the trustee for

the bondholder in connection with the bond issue or any refunding bond issue

referred to in Paragraph 7 of this lease, or transfer of the lease by the

Lessee, without Board of Public Service and Port Commission approval makes this

lease subject to cancellation at the option of the Lessor."

11. All other matters governing this lease as well as rents are set forth

in "Appendix A".

LESSEE: AMERICAN COMMERCIAL LESSORS: CITY OF

TERMINALS, INC. ST. LOUIS, MO.

By: /s/ [ILLEGIBLE] By: /s/ [ILLEGIBLE]

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President Mayor

By: /s/ [ILLEGIBLE]

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ATTEST: Comptroller

ATTEST:

By: /s/ [ILLEGIBLE] By: /s/ [ILLEGIBLE]

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Assistant Secretary City Register

THE FOREGOING WAS APPROVED AS TO FORM ONLY

/s/ [ILLEGIBLE]

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Deputy City Counselor

STATE OF MISSOURI )

) SS.

CITY OF ST. LOUIS )

On this 12th day of June, 1985, before me appeared Vincent C. Sehoenehl,

Jr., and Paul M. Berra, to me personally known, who being by the duly sworn

did say that they are the Mayor and the Comptroller of the City of St. Louis and

that they are authorized to execute this lease agreement on behalf of the City

of St. Louis under the authority of ordinance No. 59328 end acknowledge said

instrument to be the free act and deed o