LOAN AGREEMENT

Exhibit 10.1

LOAN AGREEMENT

Dated as of July 7, 2009

among

THE FINANCIAL INSTITUTIONS NAMED HEREIN,
as Lenders,

BANK OF AMERICA, N. A.,
as Administrative Agent, Collateral Agent and Security Trustee,

BANC OF AMERICA SECURITIES LLC,
WACHOVIA CAPITAL MARKETS, LLC,
UBS SECURITIES LLC and
SUNTRUST ROBINSON HUMPHREY, INC.,
as Joint Lead Arrangers and Joint Book Runners,

WELLS FARGO FOOTHILL, LLC,
as Syndication Agent,

UBS SECURITIES LLC,
SUNTRUST BANK and
RBS BUSINESS CAPITAL, A DIVISION OF RBS ASSET FINANCE, INC., A SUBSIDIARY OF RBS CITIZENS, NA,
as Co-Documentation Agents,

COMMERCIAL BARGE LINE COMPANY,
AMERICAN COMMERCIAL LINES LLC,
ACL TRANSPORTATION SERVICES LLC and
JEFFBOAT LLC,
as Borrowers,

and

THE OTHER OBLIGATED PARTY SIGNATORIES HERETO

TABLE OF CONTENTS

SCHEDULE:

EXHIBITS:

     This LOAN AGREEMENT, dated as of July 7, 2009, is among the lending institutions from time to time party hereto (such financial institutions, together with their respective successors and assigns, are referred to hereinafter each individually as a “ Lender ” and collectively as the “ Lenders ”, as hereinafter further defined), BANK OF AMERICA, N.A., as administrative agent and collateral agent for the Lenders (in its capacity as administrative agent and collateral agent, the “ Agent ”, as hereinafter further defined) and as security trustee (in such capacity, the “ Security Trustee ”, as hereinafter further defined), BANC OF AMERICA SECURITIES LLC, WACHOVIA CAPITAL MARKETS, LLC, UBS SECURITIES LLC and SUNTRUST ROBINSON HUMPHREY, INC., as joint lead arrangers for the Lenders (in their respective capacities as joint lead arrangers, the “ Joint Lead Arrangers ”), BANC OF AMERICA SECURITIES LLC, WACHOVIA CAPITAL MARKETS, LLC, UBS SECURITIES LLC and SUNTRUST ROBINSON HUMPHREY, INC., as joint book runners for the Lenders (in their respective capacities as joint book runners, the “ Joint Book Runners ”), WELLS FARGO FOOTHILL, LLC, as syndication agent for the Lenders (in its capacity as syndication agent, the “ Syndication Agent ”), UBS SECURITIES LLC, SUNTRUST BANK and RBS BUSINESS CAPITAL, A DIVISION OF RBS ASSET FINANCE, INC., A SUBSIDIARY OF RBS CITIZENS, NA, as co-documentation agents for the Lenders (in their respective capacities as co-documentation agents, the “ Co-Documentation Agents ”), COMMERCIAL BARGE LINE COMPANY, a corporation formed under the laws of Delaware (“ CBL ”), AMERICAN COMMERCIAL LINES LLC, a limited liability company formed under the laws of Delaware (“ ACL ”), ACL TRANSPORTATION SERVICES LLC, a limited liability company formed under the laws of Delaware (“ ACLTS ”) and JEFFBOAT LLC, a limited liability company formed under the laws of Delaware (“ Jeffboat ”; and together with CBL, ACL and ACLTS, each, individually a “ Borrower ” and collectively, the “ Borrowers ”, as hereinafter further defined), and each of the other Obligated Parties (as hereinafter defined) signatory to this Agreement.

     A. Borrowers and certain of their subsidiaries, Wells Fargo Bank, National Association, as administrative agent, and certain financial institutions as lenders thereunder are parties to that certain Credit Agreement, dated as of April 27, 2007 (as amended or otherwise modified, the “ Existing Loan Agreement ”);

     B. Borrowers have requested the Lenders to make available a revolving line of credit for loans and letters of credit in an amount not to exceed $390,000,000, the proceeds of which will be used (i) to refinance Indebtedness under the Existing Loan Agreement, (ii) to provide for the issuance of standby or commercial letters of credit, (iii) to pay certain fees and expenses payable in connection with the aforementioned refinancing and (iv) for working capital needs and general business purposes of the Borrowers; and

     C. Agent and Lenders are willing to enter into this Agreement on the terms set forth herein.

     NOW, THEREFORE, in consideration of the mutual conditions and agreements set forth in this Agreement, and for good and valuable consideration, the receipt of which is hereby acknowledged, the Lenders, the Agent and the Obligated Parties signatory to this Agreement hereby agree as follows.

ARTICLE I

DEFINITIONS

SECTION 1.01 Defined Terms . As used in this Agreement, unless otherwise defined above, the following terms have the meanings specified below:

     “ Account Debtor ” means each Person obligated in any way on or in connection with an Account, Chattel Paper, or General Intangibles (including a payment intangible).

     “ Accounts ” means “accounts”, as such term is defined in the UCC, and any rights to payment for the sale or lease of goods or rendition of services, whether or not they have been earned by performance.

     “ ACH Transactions ” means any cash management, disbursement, or related services, including overdrafts and the automated clearinghouse transfer of funds by any Lender or any Affiliate of any Lender for the account of any Borrower.

     “ Administration Fee ” has the meaning specified in Section 2.13 .

     “ Affiliate ” means, with respect to a specified person, another person that (i) directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the person specified or (ii) owns at least 20% of the Equity Interests of the person specified.

     “ Agent ” means the Bank, solely in its capacity as administrative agent and collateral agent for the Lenders, and any successor administrative agent and collateral agent.

     “ Agent Advances ” has the meaning specified in Section 2.01(b)(x) .

     “ Agent-Related Persons ” means the Agent, the Security Trustee, the Joint Lead Arrangers, the Joint Book Runners, the Syndication Agent and the Co-Documentation Agents designated in the introductory paragraph of this Agreement, together with their respective Affiliates, and the officers, directors, employees, counsel, representatives, agents, and attorneys-in-fact of the Agent, the Security Trustee, the Joint Lead Arrangers, the Joint Book Runners, the Syndication Agent, the Co-Documentation Agents and their respective Affiliates.

     “ Agent’s Liens ” means the Liens in the Collateral granted to the Agent or the Security Trustee, for the benefit of the Credit Providers, pursuant to the terms of this Agreement and the other Loan Documents.

     “ Aggregate Revolver Outstandings ” means, at any time, the sum of (a) the unpaid balance of the Revolving Loans, (b) the aggregate undrawn face amount of all outstanding Letters of Credit, and (c) the aggregate principal amount of any unpaid reimbursement obligations in respect of Letters of Credit.

     “ Agreement ” means this Loan Agreement, as it may be amended, restated, renewed, extended, supplemented, substituted or otherwise modified from time to time.

     “ Anniversary Date ” means an anniversary of the Closing Date.

     “ Applicable Margin ” means, with respect to any type of Loan, the margin set forth below, as determined by the average Unused Availability for the last fiscal month:

     Until the first Anniversary Date, margins shall be determined as if Level 2 were applicable. Thereafter, the margins shall be subject to increase or decrease upon receipt by Agent pursuant to Section 5.04(e) of the Borrowing Base Certificate for the previous month (or, during any Cash Dominion Trigger Period, for the last week of the previous month), which change shall be effective on the day of receipt. If, by the sixteenth day of any month (or, during any Cash Dominion Trigger Period, by the fifth Business Day after the previous week), any Borrowing Base Certificate due in such month (or week, if applicable) has not been received, then the margins shall be determined as if Level 3 were applicable, from such day until the day of actual receipt. If an Event of Default exists at the time any reduction in the Applicable Margin is to be implemented, such reduction shall not occur until the first day of the calendar month following the date on which such Event of Default is no longer continuing.

     “ Approved Fund ” has the meaning specified in Section 9.05(b) .

     “ Asset Sale ” means the sale, transfer or other disposition (including in connection with any sale and leaseback transaction) (by way of merger or otherwise) by the Obligated Parties or any of the Subsidiaries to any person other than the Obligated Parties or any Guarantor of (a) any Equity Interests of any of the Subsidiaries other than in connection with an Equity Issuance or (b) any other assets of the Obligated Parties or any of the Subsidiaries (other than Permitted Asset Sales). For the avoidance of doubt, (A) any disposition in connection with the exercise of remedies by NRG with respect to certain liens held by NRG on the Hall Street Terminal which secure certain of ACL’s obligations to NRG shall be deemed to be an “Asset Sale” for purposes of this Agreement and (B) any Permitted JV Transaction shall not be deemed to be an “Asset Sale” for purposes of this Agreement.

     “ Assignment and Acceptance ” means an Assignment and Acceptance entered into by a Lender and an assignee (with the consent of any party whose consent is required by Section 9.05 ), and accepted by the Agent, substantially in the form of Exhibit A or any other form approved by the Agent.

     “ Attorney Costs ” means and includes all reasonable fees, out-of-pocket expenses, and disbursements of any law firm or other outside legal counsel engaged by the Agent.

     “ Bank ” means Bank of America, N.A., a national banking association, or any successor entity thereto.

     “ Bank Product Reserves ” means all reserves which the Agent from time to time establishes in its reasonable discretion for the Bank Products then provided or outstanding, which shall be at least equal to the sum of all Bank Product Amounts.

     “ Bank Products ” means each and any of the following types of services or facilities extended to the Obligated Parties by any Lender or any Affiliate of any Lender: (a) commercial credit cards; (b) cash management services (including controlled disbursement services, ACH Transactions, and interstate depository network services), (c) return items; (d) Hedge Agreements; (e) pension related products and (f) foreign exchange; provided , however , that for any of the foregoing to be included as an “Obligation” for purposes of a distribution under Section 2.11(e)(ii) , the applicable Credit Provider must have previously provided written notice to Agent (with a copy to the Borrowers) of (i) the existence of such Bank Product, (ii) the maximum dollar amount of net obligations arising thereunder against which a reserve is required (“ Bank Product Amount ”), and (iii) the methodology to be used by such Credit Provider in determining the Indebtedness owing from time to time in respect thereof, which written notice may be updated from time to time as determined by the applicable Credit Provider as to the then-current Bank Product Amount. No Bank Product Amount may be established or increased at any time that an Event of Default of which such Credit Provider has knowledge exists, or if a reserve in such amount would cause the Aggregate Revolver Outstandings to exceed the Borrowing Base.

     “ Bank Product Amount ” has the meaning specified in the definition of Bank Products.

     “ Bankruptcy Code ” means The Bankruptcy Reform Act of 1978, as heretofore and hereafter amended, and codified as 11 U.S.C. Section 101 et seq.

     “ BAS ” means Banc of America Securities LLC.

     “ Base Rate ” means, for any day, the greatest of (a) the rate of interest in effect for such day as publicly announced from time to time by the Bank in Charlotte, North Carolina as its “prime rate” (the “prime rate” being a rate set by the Bank based upon various factors including the Bank’s costs and desired return, general economic conditions and other factors, and is used as a reference point for pricing some loans, which may be priced at, above, or below such announced rate), (b) the Federal Funds Rate in effect for such day, plus 0.50%, per annum ( provided , that, in the Agent’s reasonable discretion, such percentage is subject to change at any time without prior notice to the Borrowers), and (c) LIBOR for an Interest Period of one month commencing on such date, plus 1.00% per annum. With respect to any determination of any Interest Rate which is based on the Base Rate, any change in the prime rate announced by the Bank shall take effect at the opening of business on the day specified in the public announcement of such change, and any change in the Federal Funds Rate shall take effect as of the date of such change.

     “ Base Rate Loans ” means any portion of the Revolving Loans during any period in which such portion bears interest based at the Base Rate.

     “ Board ” means the Board of Governors of the Federal Reserve System of the United States of America.

     “ Borrower ” means individually each of CBL, ACL, ACLTS, Jeffboat and any other Person who becomes a party to this Agreement as a “Borrower” pursuant to the terms hereof, individually, and “ Borrowers ” means two or more of such Persons, jointly, severally, and collectively.

     “ Borrowing ” means (a) a borrowing hereunder consisting of Revolving Loans made available to the Borrowers, or any of them, on the same day (i) by the Lenders, (ii) by the Bank (in the case of a Borrowing funded as a Non-Ratable Loan), or (iii) by the Agent (in the case of a Borrowing consisting of an Agent Advance) or (b) the issuance of a Letter of Credit hereunder.

     “ Borrowing Base ” means, at any time, an amount equal to the lesser of (a) the Maximum Revolver Amount and (b) the Formula Amount, minus Reserves.

     “ Borrowing Base Certificate ” means a certificate by a Responsible Officer of ACL in a form acceptable to the Agent setting forth the calculation of the Borrowing Base, including a calculation of each component thereof (including to the extent Borrowers have received notice of any Reserve from the Agent, any of the Reserves included in such calculation pursuant to clause (iv) of the definition of Borrowing Base), all in such detail as shall be reasonably satisfactory to the Agent. All calculations of the Borrowing Base in connection with the preparation of any Borrowing Base Certificate shall originally be made by the Borrowers, or ACL on behalf of the Borrowers, and certified to the Agent; provided , that the Agent shall have the right to review and adjust, in the reasonable exercise of its credit judgment, any such calculation (a) to reflect the receipt of proceeds of the Collateral, and (b) to the extent that such calculation is not made in accordance with the terms of this Agreement.

     “ Business Day ” means (a) any day that is not a Saturday, Sunday, or a day on which banks in New York, New York, Chicago, Illinois or Charlotte, North Carolina are required or permitted to be closed and (b) with respect to all notices, determinations, fundings, and payments in connection with the LIBOR or LIBOR Loans, any day that is a Business Day pursuant to clause (a) preceding and that is also a day on which trading in Dollars is carried on by and between banks in the London interbank market.

     “ Capital Lease Obligations ” of any person means the obligations of such person to pay rent or other amounts under any lease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are required to be classified and accounted for as capital leases on a balance sheet of such person under GAAP, and the amount of such obligations shall be the capitalized amount thereof determined in accordance with GAAP.

     “ Cash Dominion Trigger Period “ means the period (a) commencing on the day that Unused Availability is less than the greater of (i) 20% of the Borrowing Base and (ii) $50,000,000 for 5 consecutive Business Days; and (b) continuing until, during the preceding 45 consecutive calendar days, Unused Availability has been greater than or equal to the greater of (i) 20% of the Borrowing Base and (ii) $50,000,000 at all times.

     “ Casualty ”, as to any owned Vessel, shall have the meaning set forth in the Fleet Mortgages, and as to any Mortgaged Property, shall have the meaning set forth in each of the Mortgages.

     “ Casualty Proceeds ” means (a) with respect to owned Vessels, the proceeds of insurance that become payable to any Obligated Party on account of an accident, occurrence or event involving any

Vessel whether or not resulting in actual or constructive total loss or an agreed or compromised total loss of such Vessel, and (b) with respect to the Mortgaged Properties, insurance proceeds, damages, claims and rights of action under any insurance policies with respect to any Casualty to any portion thereof.

     “ Change in Control ” means (a) the acquisition after the Closing Date of ownership, directly or indirectly, beneficially or of record, by any person or group (within the meaning of the Securities Exchange Act of 1934 and the rules of the Securities and Exchange Commission thereunder as in effect on the date hereof) other than one or more Permitted Holders, of Equity Interests representing more than 35% of the aggregate ordinary voting power represented by the issued and outstanding Equity Interests of any Obligated Party; provided , that, if such person is a group of investors which group includes one or more Permitted Holders, the shares of Equity Interests of such Person beneficially owned by the Permitted Holders that are part of such group shall not be counted for purposes of determining whether this clause (a) is triggered; (b) occupation after the Closing Date of a majority of the seats (other than vacant seats) on the board of directors of any Obligated Party by persons who were neither (i) nominated by the board of directors of such Obligated Party nor (ii) appointed by directors so nominated; or (c) the acquisition after the Closing Date of direct or indirect Control of any Obligated Party by any person or group which is not an Obligated Party or Permitted Holder.

     “ Change in Law ” means (a) the adoption of any law, rule or regulation after the date of this Agreement, (b) any change in any law, rule or regulation or in the interpretation or application thereof by any Governmental Authority after the date of this Agreement or (c) compliance by any Lender with any request, guideline or directive (whether or not having the force of law) of any Governmental Authority made or issued after the date of this Agreement.

     “ Chattel Paper ” means “chattel paper”, as such term is defined in the UCC, including any electronic chattel paper.

     “ Clearing Account ” means each bank account maintained with the Bank, subject to a Deposit Account Control Agreement providing for the Agent’s dominion and control (to be exercised only during a Cash Dominion Trigger Period) to which the funds of an Obligated Party (including proceeds of Accounts and other Collateral) are deposited or credited, and which is maintained in the name of the Agent or such Obligated Party (as the Agent may determine) on reasonable terms acceptable to the Agent. For purposes of this Agreement, “ Clearing Account” includes Clearing Accounts opened by any Obligated Party with the Bank and pledged in accordance with the Security Agreement, and any renewals or rollovers thereof, any successor or substitute deposit accounts, including any such deposit account as it may have been renumbered or retitled, any proceeds thereof (including any interest paid thereon), and any general intangibles and choses in action arising therefrom or related thereto. Whenever there is more than one Clearing Account, the term “Clearing Account” shall refer to all such Clearing Accounts, collectively.

     “ Closing Date ” means the date on which this Agreement has been executed and the conditions precedent to the consummation of the Transactions set forth in Section 4.01 have been satisfied or waived.

     “ Code ” means the Internal Revenue Code of 1986, as amended from time to time.

     “ Collateral ” means all of the real property, personal property and other assets of any Obligated Party now or hereafter subject to the security interest and lien of Agent or the Security Trustee, for the benefit of Lenders, under the Security Agreement or any other Security Document, as the case may be, including, without limitation, the “Collateral” as defined in the Security Agreement.

     “ Collateral Waiver Agreement ” means any agreement, in form and substance reasonably satisfactory to the Agent, between the Agent and any landlord of any Obligated Party for any Real Estate where any Collateral is located or any third party (including any bailee, consignee, customs broker, processor, warehouseman, or other similar Person) in possession of any Collateral, as such agreement may be amended, restated, or otherwise modified from time to time.

     “ Commitment ” means, at any time with respect to a Lender, the principal amount set forth beside such Lender’s name under the heading “Commitments” on Schedule 1.01(A) or in the most recent Assignment and Acceptance to which such Lender is a party, and “Commitments” means, collectively, the aggregate amount of the Commitment of each of the Lenders, collectively.

     “ Condemnation ” shall have the meaning set forth in each of the Mortgages and the Fleet Mortgages.

     “ Condemnation Proceeds ” means (a) with respect to owned Vessels, the compensation, purchase price, reimbursement or award for any Condemnation of any of the Vessels and (b) with respect to real property, the proceeds of any action or proceeding for the taking of any Mortgaged Property, or any part thereof or interest therein, for public or quasi-public use under the power of eminent domain, by reason of any public improvement or condemnation proceeding, or in any other manner.

     “ Consolidated Capital Expenditures ” means, for any period, the sum of (a) the aggregate of all expenditures (whether paid in cash or other consideration or accrued as a liability) by CBL or any of the Subsidiaries during such period that, in accordance with GAAP, are or should be included in “additions to property, plant and equipment” or similar items reflected in the consolidated statement of cash flows of CBL and its Subsidiaries for such period (including the amount of assets leased in connection with any Capital Lease Obligation, but excluding transfers of assets between Subsidiaries except to the extent of cash expenditures to effect such transfers), (b) to the extent not included pursuant to clause (a) above, the aggregate of all expenditures (whether paid in cash or other consideration (but excluding Equity Issuances) or accrued as a liability) by CBL or any Subsidiary during such period to acquire by purchase or otherwise, the business, property or fixed assets of, or stock or other evidence of beneficial ownership of, any person, and (c) to the extent not included pursuant to clause (a) above, the aggregate of all expenditures (whether paid in cash or other consideration or accrued as a liability) by CBL or any Subsidiary during such period to acquire or develop software or to acquire software licenses for a period of more than one year.

     “ Consolidated EBITDA ” means for any period, Consolidated Net Income for such period, plus (a) the sum, without duplication, of (i) to the extent deducted in computing such Consolidated Net Income, the sum, without duplication, of (x) all Federal, state, local and foreign income taxes (whether paid or reserved), (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, the amortization of debt discounts, original issue discounts, losses from impairment of tangible or intangible assets, translation gains or losses, and non-cash compensation expense, but excluding losses from recognition of minority interest in persons), (ii) all fees and expenses associated with the Transactions, including the expense associated with the amortization of deferred fees and expenses, (iii) all net losses from any Hedge Agreements, to the extent included in computing such Consolidated Net Income (not to exceed $10,000,000 for all Hedge Agreements in such period) and, (iv) to the extent actually incurred, all cash severance costs, minus (b) all net gains from any Hedge Agreements to the extent included in computing such Consolidated Net Income and any non-cash income or non-cash gains (other than gains from recognition of minority interest in persons), all as determined on a consolidated basis with respect to CBL and its consolidated Subsidiaries in accordance with GAAP.

     “ Consolidated First Lien Leverage Ratio ” means, as of any date of determination, the ratio of (a) the sum, without duplication, of (x) the aggregate stated principal amount of the Loans, and (y) the aggregate stated principal amount of all other Indebtedness secured by a first priority Lien permitted by Sections 6.01(g) and 6.01(h) (without deduction for any unamortized debt discounts or addition for any premiums) of CBL and its Subsidiaries on a consolidated basis in accordance with GAAP at such date (other than any Guarantees of Indebtedness to the extent the Indebtedness guaranteed is already included and any Indebtedness described in clauses (i) and, except to the extent of any reimbursed drawings thereunder, clauses (j) and (k) of the definition of the term “Indebtedness”), to (b) Consolidated EBITDA for the period of twelve (12) consecutive fiscal months most recently ended on or prior to such date.

     “ Consolidated Fixed Charge Coverage Ratio ” means, as of the end of any fiscal month of CBL, determined for CBL and its Subsidiaries on a consolidated basis for the preceding twelve (12) fiscal months, the ratio of (a) Consolidated EBITDA minus (i) the aggregate amount of Consolidated Capital Expenditures, minus (ii) federal, state, local, and foreign cash income taxes paid (not less than zero) , excluding deferred taxes and net of refunds, during such fiscal month; divided by (b) Consolidated Fixed Charges. Except with respect to the calculation of Consolidated Fixed Charge Coverage Ratio in accordance with Sections 6.05(a) and 6.08(b) , the calculation of Consolidated Fixed Charge Coverage Ratio shall only include Consolidated Capital Expenditures made during such fiscal month in respect of maintenance.

     “ Consolidated Fixed Charges ” means, as of the end of any fiscal month of CBL, determined for CBL and its Subsidiaries on a consolidated basis for the preceding twelve (12) fiscal months, without duplication, the sum of: (a) Consolidated Net Interest Expense, (b) cash dividends and share repurchases, and (c) payments of scheduled principal payments of Indebtedness.

     “ Consolidated Net Income ” means, for any period, net income or loss of CBL and its Subsidiaries for such period determined on a consolidated basis in accordance with GAAP, provided , that there shall be excluded (a) the income of any person (other than, to the extent of CBL’ and its Subsidiaries’ equity interest and/or shareholders’ equity as the case may be therein, persons in which CBL or any of its Subsidiaries holds more than 50% of the Equity Interests) in which any other person (other than CBL or any of its Subsidiaries or any director holding qualifying shares in accordance with applicable law) has a joint interest, except to the extent of the amount of dividends or other distributions actually paid to CBL or any wholly owned Subsidiary by such person during such period, (b) the income of any Subsidiary of CBL to the extent that the declaration or payment of

dividends or similar distributions by its Subsidiary of that income is not at the time permitted by operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to that Subsidiary, and (c) any gains or losses attributable to any sale of all or substantially all of the assets or Equity Interests of any Subsidiary which is not an Obligated Party.

     “ Consolidated Net Interest Expense ” means, for any period, the gross interest expense of CBL and its Subsidiaries for such period determined on a consolidated basis in accordance with GAAP, including the portion of any payments or accruals with respect to Capital Lease Obligations that are allocable to interest expense in accordance with GAAP, but excluding (a) the amortization of debt discounts and original issue discounts and (b) the amortization of all fees (including fees with respect to Interest Rate Protection Agreements) payable in connection with the incurrence of Indebtedness to the extent included in interest expense in accordance with GAAP (including fees and expenses in connection with the Transactions), less the total interest income of CBL and its Subsidiaries for such period determined on a consolidated basis in accordance with GAAP. For purposes of the foregoing, gross interest expense shall be determined after giving effect to any net payments made or received by CBL or any Subsidiary with respect to Interest Rate Protection Agreements.

     “ Continuation/Conversion Date ” means the effective date of (a) any continuation of LIBOR Loans as LIBOR Loans and (b) any conversion of LIBOR Loans to Base Rate Loans or of Base Rate Loans to LIBOR Loans.

     “ Control ” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a person, whether through the ability to exercise voting power, by contract or otherwise. “Controlling” and “Controlled” have meanings correlative thereto.

     “ Covenant Testing Trigger Period ” means the period (a) commencing on any day that Unused Availability is less than the greater of (i) 17.5% of the Borrowing Base and (ii) $50,000,000, and (b) continuing until Unused Availability has been greater than or equal to the greater of (i) 17.5% of the Borrowing Base and (ii) $50,000,000 at all times for 45 consecutive calendar days.

     “ Credit Providers ” means, collectively, the Agent (in its capacity as administrative agent and collateral agent for the Lenders hereunder and as provider of Agent Advances), the Security Trustee (in its capacity as security trustee), the Lenders (in their capacity as Lenders and as providers of Bank Products), Affiliates of the Lenders (in their capacity as providers of Bank Products), the Bank (in its capacity as provider of Non-Ratable Loans), the Letter of Credit Issuer, and the Indemnified Persons, and “Credit Provider” means any of the foregoing, individually.

     “ Default ” means any event or condition which constitutes an Event of Default or which upon notice, lapse of time, or both, would become an Event of Default.

     “ Default Rate ” means a fluctuating per annum interest rate at all times equal to the sum of (a) the otherwise applicable Interest Rate, plus (b) 2.00% per annum. The Default Rate shall be adjusted simultaneously with any change in the applicable Interest Rate.

     “ Defaulting Lender ” has the meaning specified in Section 8.14(c) .

     “ Deposit Account Control Agreement ” means an agreement, including a blocked account agreement, in form and substance satisfactory to the Agent, among a Borrower, a banking institution holding funds of such Borrower, and the Agent with respect to collection and control of all deposits and balances held in a Deposit Account maintained by such Borrower with such banking institution.

     “ Deposit Accounts ” means “deposit accounts”, as such term is defined in the UCC.

     “ Dilution Reserves ” means, as of any date of determination based upon Agent’s then current field examination or other financial information as reported to Agent, an amount sufficient to reduce the Net Amount of Eligible Accounts (as calculated prior to any deduction therefrom of Dilution Reserves) by one percentage point or more, in the reasonable exercise of Agent’s discretion, for each percentage point by which dilution of Accounts exceeds 5%.

     “ Disclosure Letter ” means that certain letter agreement dated as of July 7, 2009 among the Borrowers, the other Obligated Parties and the Agent.

     “ Documents ” means “documents”, as such term is defined in the UCC, and bills of lading, warehouse receipts, and other documents of title.

     “ Dollars ” or “ $ ” refers to lawful money of the United States of America.

     “ Domestic Subsidiaries ” means all Subsidiaries incorporated or organized under the laws of the United States of America, any State thereof or the District of Columbia.

     “ Eligible Accounts ” means the Accounts of the Borrowers, respectively, that the Agent in the exercise of its reasonable credit judgment determines to be Eligible Accounts. Without limiting the discretion of the Agent to establish other criteria of ineligibility, Eligible Accounts shall not include any Account (except as may be otherwise specified below):

     (a) that does not arise from the sale of Goods or rendition of services in the ordinary course of business of a Borrower;

     (b) that is not subject to the Agent’s Liens which are perfected as to such Account, or that is subject to any other Lien other than Permitted Liens;

     (c) with respect to which more than ninety (90) days have elapsed from the date of the original invoice therefor, or no invoice has been issued, without giving effect to any extension of payment referred to in clause (g) below;

     (d) with respect to which any of the representations, warranties, covenants, and agreements contained in this Agreement are incorrect or have been breached;

     (e) with respect to which (or any other Account due from the applicable Account Debtor), in whole or in part, a check, promissory note, draft, trade acceptance, or other instrument for the payment of money has been received, presented for payment, and returned uncollected for any reason;

     (f) that is the subject of any debit memo or charge-back, but only to the extent of such debit memo or charge-back;

     (g) with respect to which a Borrower has extended the time for payment without the consent of the Agent (unless such extended period together with any additional period during which payment has not been received shall not exceed 90 days from the date of the original invoice therefor);

     (h) that represents a progress billing (for the purposes hereof, “progress billing” does not include any invoice for goods sold or leased or services rendered under a contract or agreement pursuant to which the Account Debtor’s obligation to pay such invoice is conditioned solely upon the delivery or performance by such Borrower, in the ordinary course of such Borrower’s business, of the goods or services which are subject to such contract or agreement);

     (i) with respect to which any one or more of the following events has occurred to the Account Debtor on such Account: (i) death or judicial declaration of incompetency of such Account Debtor who is a natural person; (ii) the filing by or against such Account Debtor of a request or petition for liquidation, reorganization, arrangement, adjustment of debts, adjudication as a bankrupt, winding-up, or other relief under the Bankruptcy Code or any other Requirement of Law, now or hereafter in effect; (iii) the making of any general assignment by such Account Debtor for the benefit of creditors; (iv) the appointment of a receiver or trustee for such Account Debtor or for any of the assets of such Account Debtor, including the appointment of or taking possession by a “custodian,” as defined in the Bankruptcy Code; (v) the institution by or against such Account Debtor of any other type of insolvency proceeding (under the Bankruptcy Code or otherwise) or of any formal or informal proceeding for the dissolution or liquidation of, settlement of claims against, or winding up of affairs of, such Account Debtor; (vi) the sale, assignment, or transfer of all or substantially all of the assets of such Account Debtor; (vii) the nonpayment generally by such Account Debtor of its debts as they become due; or (viii) the cessation of the business of such Account Debtor as a going concern; provided , that Agent in its sole discretion may determine that such Account shall not be ineligible to the extent payment thereof has been authorized pursuant to a judicial order or decree or accrued post-petition;

     (j) with respect to which 50% or more of the aggregate Dollar amount of outstanding Accounts owed at such time to the Borrowers by the Account Debtor thereon is classified as ineligible pursuant to the other provisions of this definition;

     (k) owed by an Account Debtor that: (i) does not maintain its chief executive office in the U.S. or Canada; (ii) is not organized under the laws of the U.S. or Canada or any political subdivision, state, province, or territory thereof; or (iii) is the government of any foreign country or sovereign state, or of any state, province, municipality, or other political subdivision thereof, or of any department, agency, public corporation, or other instrumentality thereof, except in each case to the extent that such Account is insured or is secured or payable by a letter of credit the terms of which are satisfactory to the Agent in the reasonable exercise of its discretion and which is in the possession of the Agent and which, together with all related Letter-of-Credit Rights, is subject to a first priority Lien in favor of the Agent, for the benefit of the Credit Providers;

     (l) owed by an Account Debtor that is an Affiliate, officer, director, or employee of an Obligated Party or any Affiliate of an Obligated Party (unless negotiated on an arms-length basis);

     (m) except as provided in clause (o) following, with respect to which either the perfection, enforceability, or validity of the Agent’s Liens in such Account, or the Agent’s right or ability to obtain direct payment to the Agent of the proceeds of such Account, is governed by any federal, state, or local statutory requirements other than those of the UCC;

     (n) owed by an Account Debtor to which any Obligated Party, or any of its Subsidiaries, is indebted in any way (including accrued liabilities), or which is subject to any right of setoff or recoupment by the Account Debtor, unless the Account Debtor has entered into an agreement acceptable to the Agent to waive setoff rights, or if the Account Debtor thereon has disputed liability or made any claim with respect to any other Account due from such Account Debtor, but in each such case only to the extent of such indebtedness, setoff, recoupment, dispute, or claim;

     (o) owed by (i) the government of the U.S., or any department, agency, public corporation, or other instrumentality thereof, unless the Federal Assignment of Claims Act of 1940, as amended (31 U.S.C. § 3727 et seq.), and any other steps necessary to perfect the Agent’s Liens therein, have been complied with to the Agent’s satisfaction with respect to such Account or (ii) any state, municipality, or other political subdivision of the U.S., or any department, agency, public corporation, or other instrumentality thereof and as to which the Agent reasonably determines that its Lien therein is not or cannot be perfected;

     (p) that represents a sale on a (i) cash or C.O.D. basis or (ii) bill-and-hold, guaranteed sale, sale and return, sale on approval, consignment, or other repurchase or return basis;

     (q) that is evidenced by a promissory note or other instrument or by Chattel Paper;

     (r) with respect to which the Agent believes, in the exercise of its reasonable credit judgment, that the prospect of collection of such Account is impaired or that such Account may not be paid by reason of the Account Debtor’s financial inability to pay;

     (s) except as may be permitted by the Agent in the reasonable exercise of its discretion, with respect to which the Account Debtor is located in any state requiring the filing of a Notice of Business Activities Report or similar report in order to permit a Borrower to seek judicial enforcement in such state of payment of such Account, unless such Borrower has qualified to do business in such state or has filed a Notice of Business Activities Report or equivalent report for the then current year;

     (t) that arises out of finance or similar charges;

     (u) with respect to which the goods giving rise to such Account have not been shipped and delivered to and accepted by, or have been rejected or objected to by, the Account Debtor or the services giving rise to such Account have not been performed by the applicable Borrower, and, if applicable, accepted by the Account Debtor, or the Account Debtor revokes its acceptance of such goods or services;

     (v) owed by an Account Debtor, or group of affiliated Account Debtors, which is obligated to a Borrower respecting Accounts the aggregate unpaid balance of which exceeds 25% of the aggregate unpaid balance of all Eligible Accounts owed to Borrowers at such time by all of Borrowers’ Account Debtors, but only to the extent of such excess; or

     (w) that is the subject of any unreconciled variance between the aging of Accounts delivered to the Agent, the general ledger of the applicable Borrower, and the Borrowing Base Certificate, but only the extent of such variance.

     Notwithstanding the foregoing, the Agent may change the criteria for Eligible Accounts or establish new criteria for Eligible Accounts in good faith, and upon notice to Borrowers based on: an event, condition or other circumstance relating to Borrowers’ assets, liabilities, business, financial condition or results of operations (i) arising after the date hereof, or (ii) existing on the date hereof to the extent Agent has no written notice thereof from any Borrower prior to the date hereof, in either case under clause (i) or (ii) which materially adversely affects or could reasonably be expected to materially adversely affect the Accounts in the good faith determination of Agent. Any Accounts that are not Eligible Accounts shall nevertheless be part of the Collateral.

     “ Eligible Assignee ” means (a) a commercial bank, commercial finance company, or other asset based lender having total assets in excess of Two Hundred and Fifty Million Dollars ($250,000,000), (b) any Lender listed on the signature pages of this Agreement, (c) any Affiliate of any Lender, and (d) if an Event of Default has occurred and is continuing, any Person reasonably acceptable to the Agent.

     “ Eligible Assignee Side Letter ” means that certain letter agreement dated as of July 7, 2009 among the Borrowers, the other Obligated Parties and the Agent.

     “ Eligible Inventory ” means Inventory of the Borrowers consisting of steel raw material Inventory located in Jeffersonville, Indiana, In-Transit Inventory and fuel which the Agent, in its reasonable credit judgment, determines to be Eligible Inventory. Without limiting the discretion of the Agent to establish other criteria of ineligibility, Eligible Inventory shall not include any Inventory (except as may be otherwise specified below):

     (a) that is not owned by a Borrower, including goods held by a Borrower on consignment;

     (b) that is not subject to the Agent’s Liens, which are perfected as to such Inventory, or that is subject to any Liens other than those described in Section 6.02(a) and other Permitted Liens; provided , that such other Permitted Liens (i) are junior in priority to the Agent’s Liens or subject to Reserves and (ii) do not impair directly or indirectly the ability of the Agent to realize on or obtain the full benefit of the Collateral;

     (c) that consists of finished goods, work-in-process, chemicals, samples, prototypes, supplies, or packing and shipping materials;

     (d) that is not in good condition, is unmerchantable, or does not meet all standards imposed by any Governmental Authority having regulatory authority over such goods or their use or sale;

     (e) that is obsolete, defective, or not currently salable, at prices approximating at least cost, in the normal course of the applicable Borrower’s business, or that is slow moving or stale;

     (f) that is returned (other than returned Inventory that is without defects and is readily salable), repossessed, or used goods taken in trade;

     (g) that is consigned to third parties or is subject to any bill-and-hold, guaranteed sale, sale on approval, or other repurchase or return basis;

     (h) that is located in a public warehouse or in possession of a bailee or in a facility leased by a Borrower, if the applicable warehouseman, bailee, or lessor has not delivered to the Agent, if requested by the Agent, a Collateral Waiver Agreement (unless a Reserve for rents or storage charges has been established for Inventory at that location);

     (i) that contains or bears any proprietary rights licensed to a Borrower by any Person, if the Agent is not satisfied that it may sell or otherwise dispose of such Inventory in accordance with the terms of this Agreement without infringing the rights of the licensor of such Proprietary Rights or violating any contract with such licensor (and without payment of any royalties other than any royalties due with respect to the sale or disposition of such Inventory pursuant to the existing license agreement), and, if the Agent deems it necessary, as to which such Borrower has not delivered to the Agent a consent or sublicense agreement from such licensor in form and substance acceptable to the Agent; or

     (j) that is not reflected in the details of a current perpetual inventory report.

     Notwithstanding the foregoing, the Agent may change criteria for Eligible Inventory and establish new criteria for Eligible Inventory in good faith, and upon notice to Borrowers based on: an event, condition or other circumstance relating to Borrowers’ assets, liabilities, business, financial condition or results of operations (i) arising after the date hereof, or (ii) existing on the date hereof to the extent Agent has no written notice thereof from any Borrower prior to the date hereof, in either case under clause (i) or (ii) which materially adversely affects or could reasonably be expected to materially adversely affect the Inventory in the good faith determination of Agent. Any Inventory that is not Eligible Inventory shall nevertheless be part of the Collateral.

     “ Eligible Vessels ” shall mean towboats, barges and other vessels that (a) are owned by the Borrowers, (b) are subject to the first priority lien in favor of the Agent, subject to Permitted Liens, (c) operate exclusively in domestic waters, and, (d) with respect to recently built towboats, barges and other vessels, have been fully constructed and accepted for delivery, as shown to Agent’s reasonable satisfaction.

     “ Environmental Claim ” means any written accusation, allegation, notice of violation, claim, demand, order, directive, cost recovery action or other cause of action by, or on behalf of, any Governmental Authority or any person for damages, injunctive or equitable relief, personal injury (including sickness, disease or death), Remedial Action costs, tangible or intangible property damage, natural resource damages, nuisance, pollution, any adverse effect on the environment caused by any Hazardous Material, or for fines, penalties or restrictions, resulting from or based upon (a) the existence, or the continuation of the existence, of a Release (including sudden or non-sudden, accidental or non-accidental Releases), (b) exposure to any Hazardous Material, (c) the

presence, use, handling, transportation, storage, treatment or disposal of any Hazardous Material or (d) the violation or alleged violation of any Environmental Law or Environmental Permit.

     “ Environmental Laws ” means all laws, rules, regulations, codes, ordinances, orders, decrees, judgments, injunctions, notices or binding agreements issued, promulgated or entered into by any Governmental Authority, relating in any way to the environment, preservation or reclamation of natural resources, the management, release or threatened release of any Hazardous Material or to health and safety matters.

     “ Environmental Liability ” means any liability, contingent or otherwise (including any liability for damages, costs of environmental remediation, fines, penalties or indemnities), of any Obligated Party directly or indirectly resulting from or based upon (a) violation of any Environmental Law, (b) the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the release or threatened release of any Hazardous Materials into the environment or (e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.

     “ Environmental Lien ” means a Lien in favor of any Governmental Authority for (i) any liability under federal or state environmental laws or regulations, or (ii) damages arising from or costs incurred by such Governmental Authority in response to a release or threatened release of a hazardous or toxic waste, substance or constituent, or other substance into the environment.

     “ Environmental Permit ” means any permit, approval, authorization, certificate, license, variance, filing or permission required by or from any Governmental Authority pursuant to any Environmental Law.

     “ Equity Interests ” means shares of capital stock, partnership interests, membership interests in a limited liability company, beneficial interests in a trust or other equity ownership interests in a person, and any warrants, options or other rights entitling the holder thereof to purchase or acquire any such equity interest.

     “ Equity Issuance ” shall mean the issuance by any Obligated Party or any Subsidiary of any Equity Interests of any Obligated Party or any Subsidiary, as applicable, or the receipt by any Obligated Party or any Subsidiary of any capital contribution, in each case, after the Closing Date, including (a) any such issuance of Equity Interests to, or receipt of any such capital contribution from, any Obligated Party or a Subsidiary, (b) any issuance of Equity Interests by any Foreign Subsidiary to existing stockholders of such Foreign Subsidiary as a result of a capital call by such Foreign Subsidiary and (c) any issuance of “Management Incentive New Shares” pursuant to the “Stock Option Plan”.

     “ ERISA ” means the Employee Retirement Income Security Act of 1974, as amended from time to time.

     “ ERISA Affiliate ” means any trade or business (whether or not incorporated) that, together with any Borrower, is treated as a single employer under Section 414(b) or (c) of the Code or, solely for purposes of Section 302 and 303 of ERISA and Section 412 and 430 of the Code, is treated as a single employer under Section 414(b), (c), (m) or (o) of the Code.

     “ ERISA Event ” means (a) any “reportable event”, as defined in Section 4043 of ERISA or the regulations issued thereunder with respect to a Plan (other than an event for which the 30 day notice period is waived); (b) the failure by any Borrower and its ERISA Affiliates with respect to any Plan to make contributions for a plan year that, in the aggregate, are at least equal to the “minimum required contribution” for the plan year (as defined in Section 430 of the Code or Section 303 of ERISA); (c) the filing pursuant to Section 412(c) of the Code or Section 302(c) of ERISA of an application for a waiver of the minimum funding standard with respect to any Plan; (d) the incurrence by any Borrower or any of its ERISA Affiliates of any liability under Title IV of ERISA with respect to the termination of any Plan; (e) the receipt by any Borrower or any ERISA Affiliate from the PBGC of any notice relating to an intention to terminate any Plan or Plans or to appoint a trustee to administer any Plan; (f) the incurrence by any Borrower or any of its ERISA Affiliates of any liability under Title IV of ERISA by reason of the withdrawal or partial withdrawal from any Plan or Multiemployer Plan; or (g) the receipt by any Borrower or any ERISA Affiliate of any notice, or the receipt by any Multiemployer Plan from any Borrower or any ERISA Affiliate of any notice, concerning the imposition of Withdrawal Liability or a determination that a Multiemployer Plan is insolvent or in reorganization, within the meaning of Title IV of ERISA.

     “ Eurodollar ” when used in reference to the Loans or a portion thereof, refers to whether such Loans or such portion of the Loans are (or is) bearing interest at a rate determined by reference to LIBOR.

     “ Event of Default ” has the meaning assigned to such term in Article VII .

     “ Excluded Collateral ” means (i) each petty cash Deposit Account which shall not at any time have amounts on deposit in excess of $50,000 individually and $500,000 in the aggregate for all such petty cash Deposit Accounts and (ii) Excluded Properties.

     “ Excluded Properties ” means (a) the real property located in West Memphis, Arkansas, (b) the real property located on Merrimac Island, Minnesota, (c) the Summit General Offices in Evansville, Indiana and (d) the Hall Street Terminal.

     “ Excluded Taxes ” means, with respect to the Agent, any Lender, or any other recipient of any payment to be made by or on account of any obligation of the Obligated Parties hereunder, (a) income or franchise taxes imposed on (or measured by) its net income by the United States of America, or by the jurisdiction under the laws of which such recipient is organized or in which its principal office is located or, in the case of any Lender, in which its applicable lending office is located, (b) any branch profits taxes imposed by the United States of America or any similar tax imposed by any other jurisdiction in which the Obligated Parties are located and (c) in the case of a Foreign Lender (other than an assignee pursuant to a request by the Obligated Parties under Section 2.12(b) ), any withholding tax that is imposed on amounts payable to such Foreign Lender at the time such Foreign Lender becomes a party to this Agreement (or designates a new lending office) or is attributable to such Foreign Lender’s failure to comply with Section 2.10(e) , except to the extent that such Foreign Lender (or its assignor, if any) was entitled, at the time of designation of a new lending office (or assignment), to receive additional amounts from the Obligated Parties with respect to such withholding tax pursuant to Section 2.10(a) .

     “ Existing Letters of Credit ” has the meaning specified in Section 2.03 .

     “ Existing Loan Agreement ” shall have the meaning assigned to it in the Recitals hereof.

     “ Federal Funds Rate ” means, for any day, the rate per annum (rounded upwards, if necessary, to the nearest 1/100th of 1.00%) equal to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers on such day, as published by the Federal Reserve Bank of New York on the Business Day next succeeding such day; provided , that (a) if such day is not a Business Day, the Federal Funds Rate for such day shall be such rate on such transactions on the next preceding Business Day as so published on the next succeeding Business Day and (b) if no such rate is so published on such next succeeding Business Day, the Federal Funds Rate for such day shall be the average rate charged to the Bank on such day on such transactions as determined by the Agent.

     “ Fee Letter ” means that certain letter agreement dated as of June 18, 2009 among Agent, BAS, WFF, Wachovia, UBS, UBSS, SunTrust, STRH and CBL.

     “ Fees ” means the fees referred to in Section 2.13 .

     “ Financial Officer ” means the chief financial officer, principal accounting officer, treasurer, assistant treasurer or controller of an Obligated Party.

     “ Financial Statements ” means, according to the context in which used, the financial statements referred to in Section 3.05 and Section 5.04 or any other financial statements required to be given to the Agent pursuant to this Agreement.

     “ Fleet Mortgage ” means the Fleet Mortgages, dated as of the date hereof, by each of ACL and ACLTS in favor of the Security Trustee, substantially in the form of Exhibit C-1 hereto, covering towboats, barges and other vessels owned by ACL and ACLTS, respectively, and documented by the United States Coast Guard by the Borrowers or the Guarantors to secure all of the obligations of the Borrowers and the Guarantors under and in connection with this Agreement.

     “ Foreign Lender ” means any Lender that is organized under the laws of a jurisdiction other than that in which the Obligated Parties are located. For purposes of this definition, the United States of America, each State thereof and the District of Columbia shall be deemed to constitute a single jurisdiction.

     “ Foreign Subsidiary ” means any Subsidiary that is not a Domestic Subsidiary.

     “ Formula Amount ” means, as of any date of determination, the sum of, without duplication, (i) eighty-five percent (85%) of the Net Amount of Eligible Accounts, plus (ii) the Inventory Advance Amount, plus (iii) the Vessel Advance Amount, in each case at such date.

     “ Funding Account ” has the meaning specified in Section 2.01(b)(iv) .

     “ Funding Date ” means the date on which a Borrowing occurs.

     “ GAAP ” means generally accepted accounting principles and practices set forth from time to time in the opinions and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants and statements and pronouncements of the Financial

Accounting Standards Board (or agencies with similar functions of comparable stature and authority within the U.S. accounting profession) that are applicable to the circumstances as of the date of determination.

     “ General Intangibles ” means, with respect to any Person, “general intangibles”, as such term is defined in the UCC, and all other choses in action and causes of action, intangible personal property of every kind and nature (other than Accounts), including all contract rights, payment intangibles, Proprietary Rights, corporate or other business records, inventions, designs, blueprints, plans, specifications, patents, patent applications, trademarks, service marks, trade names, trade secrets, goodwill, copyrights, computer software, customer lists, registrations, licenses, franchises, tax refund claims, any funds that may become due to such Person in connection with the termination of any Plan or other employee benefit plan or any rights thereto and any other amounts payable to such Person from any Plan or other employee benefit plan, rights and claims against carriers and shippers, rights to indemnification, business interruption insurance and proceeds thereof, property, casualty or any similar type of insurance and any proceeds thereof, proceeds of insurance covering the lives of key employees on which such Person is beneficiary, rights to receive dividends, distributions, cash, Instruments and other property in respect of or in exchange for pledged equity interests or Investment Property and any letter of credit, guarantee, claim, security interest or other security held by or granted to such Person.

     “ Goods ” means “goods” as such term is defined in the UCC.

     “ Governmental Authority ” means the government of the United States of America, any other nation or any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government.

     “ Guarantee ” of or by any person (the “guarantor”) means any obligation, contingent or otherwise, of the guarantor guaranteeing or having the economic effect of guaranteeing any Indebtedness of any other person (the “primary obligor”) in any manner, whether directly or indirectly, and including any obligation of the guarantor, direct or indirect, (a) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or to purchase (or to advance or supply funds for the purchase of) any security for the payment thereof, (b) to purchase or lease property, securities or services for the purpose of assuring the owner of such Indebtedness of the payment thereof, (c) to maintain working capital, equity capital or any other financial statement condition or liquidity of the primary obligor so as to enable the primary obligor to pay such Indebtedness or (d) as an account party in respect of any letter of credit or letter of guaranty issued to support such Indebtedness; provided , that the term Guarantee shall not include endorsements for collection or deposit in the ordinary course of business and the outstanding amount of any contingent obligations shall be limited to claims made or performance required.

     “ Guarantors ” means Holdings and each other Affiliate of Borrowers that is or becomes party to a Guaranty Agreement.

     “ Guaranty Agreement ” means the Guaranty Agreement among the Guarantors in favor of the Agent, substantially in the form of Exhibit D hereto and any similar agreement executed pursuant to Section 5.11 hereof.

     “ Hall Street Terminal ” means the Hall Street Terminal at North St. Louis, Missouri.

     “ Hazardous Materials ” means all explosive or radioactive substances or wastes and all hazardous or toxic substances, wastes or other pollutants, including petroleum or petroleum distillates, asbestos or asbestos containing materials, polychlorinated biphenyls, radon gas, infectious or medical wastes and all other substances or wastes of any nature regulated pursuant to any Environmental Law.

     “ Hedge Agreements ” means any and all transactions, agreements, or documents now existing or hereafter entered into, which provide for an interest rate, credit, commodity, or equity swap, cap, floor, collar, forward transaction, physical transaction, hedge transaction, spot transaction, currency swap, cross currency rate swap, currency option, or any combination of, or option with respect to, these or similar transactions, for the purpose of hedging a Person’s exposure to fluctuations in interest or exchange rates, loan, credit exchange, security, or currency valuations, or commodity prices, including, without limitation, all Interest Rate Protection Agreements.

     “ Holdings ” means American Commercial Lines Inc., a Delaware corporation.

     “ Indebtedness ” of any person shall mean, without duplication, (a) all obligations of such person for borrowed money or with respect to deposits or advances (other than customer deposits and advances in the ordinary course of business) of any kind, (b) all obligations of such person evidenced by bonds, debentures, notes or similar instruments, including, without limitation, the Second Lien Notes, (c) all obligations of such person upon which interest charges are customarily paid (excluding trade accounts payable on customary trade terms and accrued obligations incurred in the ordinary course of business), (d) all obligations of such person under conditional sale or other title retention agreements relating to property or assets purchased by such person, (e) all obligations of such person issued or assumed as the deferred purchase price of property or services (excluding trade accounts payable and accrued obligations incurred in the ordinary course of business), (f) all Indebtedness of others secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien on property, valued at the fair market value of the assets subject to such Lien (in the case of non-recourse Indebtedness) owned or acquired by such person, whether or not the obligations secured thereby have been assumed, (g) all Guarantees by such person of Indebtedness of others, (h) all Capital Lease Obligations of such person, (i) all net obligations of such person in respect of Hedge Agreements, determined on a marked to market basis in accordance with GAAP, (j) all obligations of such person as an account party in respect of letters of credit and (k) all obligations of such person as an account party in respect of bankers’ acceptances. The Indebtedness of any person shall include the Indebtedness of any partnership in which such person is a general partner, except to the extent that the terms of such Indebtedness provide otherwise.

     “ Indemnified Liabilities ” has the meaning specified in Section 9.04(b)(i) .

     “ Indemnified Person ” has the meaning specified in Section 9.04(b)(i) .

     “ Indemnified Taxes ” means Taxes other than Excluded Taxes.

     “ Instruments ” means “instruments”, as such term is defined in the UCC.

     “ Intercreditor Agreement ” means the Intercreditor Agreement, dated as of the date hereof, executed by and among the Agent and the Second Lien Agent .

     “ Interest Payment Date ” means, (a) in the case of Base Rate Loans, the first day of each month, (b) in the case of LIBOR Loans, the last day of each Interest Period (but not less frequently than once in every three month period), and (c) in each case, the Termination Date.

     “ Interest Period ” means, with respect to any LIBOR Loan, the period commencing on the Funding Date of such Loan or on the Continuation/Conversion Date on which such Loan is continued as or converted into a LIBOR Loan, and ending on the date one, three or, with the consent of all Lenders, six months thereafter as selected by a Borrower in a Notice of Borrowing or Notice of Continuation/Conversion, provided , that:

     (a) if any Interest Period would otherwise end on a day that is not a Business Day, such Interest Period shall be extended to the following Business Day unless the result of such extension would be to carry such Interest Period into another calendar month, in which event such Interest Period shall end on the preceding Business Day;

     (b) any Interest Period that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of the calendar month at the end of such Interest Period; and

     (c) no Interest Period shall extend beyond the Stated Termination Date.

     “ Interest Rate ” means each or any of the interest rates, including (except for purposes of clause (a) of the definition of “Default Rate”) the Default Rate, set forth in Section 2.06 .

     “ Interest Rate Protection Agreements ” means any interest rate swap agreements, interest rate cap agreements, interest rate collar agreements or similar agreements or arrangements entered into in the ordinary course of business of the Obligated Parties or any Subsidiary and not for speculation.

     “ In-Transit Inventory ” shall mean all steel raw material Inventory owned by Borrowers and not covered by Letters of Credit, and which steel raw material Inventory is or will be in transit to one of the Borrowers’ locations and (a) is fully insured, (b) is subject to a first priority security interest in and lien upon such goods in favor of Agent (except for any possessory lien upon such goods in the possession of a freight carrier or shipping company securing only the freight charges for the transportation of such goods to such Borrowers), (c) is not in transit to the Borrowers for more than 30 days, and (d) upon Agent’s request, all documents, notices, instruments, statements and bills of lading relating thereto, if any, are delivered to Agent.

     “ Inventory ” means “inventory”, as such term is defined in the UCC, and inventory, goods, and merchandise to be furnished under any contract of service or held for sale or lease, returned goods, raw materials, work-in-process, finished goods (including embedded software), other materials and supplies of any kind, nature, or description which are used or consumed in a Person’s business or used in connection with the packing, shipping, advertising, selling, or finishing of such goods, merchandise, and all documents of title or other Documents representing them. Notwithstanding anything to the contrary set forth herein, Inventory shall not include any vessels or

barges leased, chartered or otherwise used (at any time) in the operation of the Borrowers’ business (other than vessels or barges held for sale in the ordinary course of business by Jeffboat), or vessels or barges sold or to be sold for scrap, or the proceeds of any of the foregoing.

     “ Inventory Advance Amount ” means the sum of (a) the lesser of (i) 75% of the net book value of Eligible Inventory consisting of steel raw material Inventory, except that with respect to any such Eligible Inventory consisting of In-Transit Inventory, such Inventory shall be valued at the net book value, net of all duty, freight, taxes, costs, insurance and other charges and expenses which may pertain to such In- Transit Inventory and (ii) 85% of the Net Liquidation Value of Eligible Inventory consisting of steel raw material Inventory, plus (b) 50% of the net book value of Eligible Inventory consisting of fuel ( provided , that at no time shall the Inventory Advance Amount in respect of Eligible Inventory consisting of fuel exceed $10,000,000).

     “ Investment Property ” means “investment property”, as such term is defined in the UCC, and any (a) securities, whether certificated or uncertificated, (b) securities entitlements, (c) securities accounts, (d) commodity contracts, and (e) commodity accounts.

     “ IRS ” means the Internal Revenue Service and any Governmental Authority succeeding to any of its principal functions under the Code.

     “ Jeffboat Transaction ” means a sale by Jeffboat of Vessels and related assets manufactured by Jeffboat to an Affiliate of CBL or ACLTS (other than CBL or ACLTS) that is controlled directly or indirectly by CBL or ACLTS, which Vessels or related assets are then chartered back to, or otherwise operated by (pursuant to an operating or similar agreement), CBL or ACLTS.

     “ LC Obligations ” means the sum (without duplication) of (a) all amounts owing by Borrowers for any drawings under Letters of Credit; (b) the stated amount of all outstanding Letters of Credit; and (c) all fees and other amounts owing with respect to Letters of Credit.

     “ Lender ” means any of the lending institutions signatory to this Agreement as specified on the signature pages hereto or in any Assignment and Acceptance as a “Lender”, the Agent to the extent of any Agent Advance outstanding, and the Bank to the extent of any Non-Ratable Loan outstanding, and “ Lenders ” means any two or more of such Persons, collectively.

     “ Letter of Credit ” has the meaning specified in Section 2.03 .

     “ Letter of Credit Fee ” has the meaning specified in Section 2.13(b) .

     “ Letter of Credit Fee Percentage ” means with respect to any Letter of Credit, on any date of determination, a per annum percentage equal to the Applicable Margin for LIBOR Loans as of such date of determination, plus, during the continuance of any Event of Default, an additional 2.00% per annum.

     “ Letter of Credit Issuer ” means any Lender or any Affiliate of any Lender that is the issuer of a Letter of Credit; provided , that, with respect to the Existing Letters of Credit, the Letter of Credit Issuer shall mean Wells Fargo Bank, National Association as issuer of the Existing Letters of Credit.

     “ Letter-of-Credit Rights ” means “letter-of-credit rights”, as such term is defined in the UCC, and any rights to payment or performance under a letter of credit, whether or not the beneficiary, has demanded or is entitled to demand payment or performance.

     “ Letter of Credit Subfacility ” means $25,000,000.

     “ LIBOR ” means, for any Interest Period with respect to a LIBOR Loan, the per annum rate of interest, determined by the Agent at approximately 11:00 a.m. (London time) two Business Days prior to commencement of such Interest Period, for a term comparable to such Interest Period, equal to (a) the British Bankers Association LIBOR Rate (“ BBA LIBOR ”), as published by Reuters (or other commercially available source designated by the Agent); or (b) if BBA LIBOR is not available for any reason, the interest rate at which Dollar deposits in the approximate amount of the LIBOR Loan would be offered by the Bank’s London branch to major banks in the London interbank market. If the Board imposes a Reserve Percentage with respect to LIBOR deposits, then LIBOR shall be the foregoing rate, divided by 1 minus the Reserve Percentage.

     “ LIBOR Loans ” means any portion of the Revolving Loans during any period in which such portion bears interest based on the LIBOR.

     “ Lien ” means, with respect to any asset, (a) any mortgage, deed of trust, lien, pledge, hypothecation, encumbrance, charge or security interest in, on or of such asset, (b) the interest of a vendor or a lessor under any conditional sale agreement, capital lease or title retention agreement (or any financing lease having substantially the same economic effect as any of the foregoing) relating to such asset and (c) in the case of securities, any purchase option, call or similar right of a third party with respect to such securities.

     “ Loan Account ” means the loan account of the Borrowers, which account shall be maintained by the Agent.

     “ Loan Documents ” means this Agreement, the Security Agreement, the Pledge Agreement, the Fleet Mortgages, the Mortgages, the Trademark Security Agreement, the Intercreditor Agreement and any other instrument or agreement executed and delivered to the Agent, the Security Trustee or any Lender in connection herewith.

     “ Loan Parties ” means the Obligated Parties.

     “ Loans ” means, collectively, all Revolving Loans provided for in Article II .

     “ Majority Lenders ” shall mean Lenders (other than Defaulting Lenders) whose Pro Rata Shares aggregate more than 50.0% of the Commitments of all Lenders ( other than Defaulting Lenders), or if the Commitments shall have been terminated, Lenders (other than Defaulting Lenders) to whom more than 50.0% of the then outstanding Obligations are owing. A Defaulting Lender shall have no right to vote on any issue for the purpose of making any determination by Majority Lenders.

     “ Margin Stock ” has the meaning assigned to such term in Regulation U.

     “ Maritime and Cost to Complete Reserves ” means the reserves established by the Agent in its good faith credit judgment reasonably exercised for necessaries and other maritime liens, and the costs to complete transportation of non-grain cargo, in each case based upon the categories set forth in the Borrowing Base Certificate under the heading “Maritime Reserves” from time to time.

     “ Material Adverse Effect ” means a material adverse effect with respect to (a) the business, assets, properties, liabilities, operations or condition (financial or otherwise) of the Borrowers and the other Obligated Parties and their respective Subsidiaries (taken as a whole); (b) the legality, validity or enforceability of any material provision of the Loan Documents; (c) the legality, validity, enforceability, perfection or priority of the security interests and Liens of Agent upon Collateral having an aggregate value in excess of five percent (5%) of the Formula Amount; (d) the ability of Borrowers to repay the Obligations under the Loan Documents or of Borrowers or Obligated Parties to perform their respective obligations under the Loan Documents as and when to be performed; or (e) the ability of Agent, the Security Trustee or any Lender to enforce the Obligations under the Loan Documents or realize upon the Collateral with respect to the rights and remedies of Agent, the Security Trustee or any Lender under any of the Loan Documents.

     “ Maximum Rate ” means, at any time, the highest rate of interest the Lenders may legally contract for, charge, or receive in respect of the Obligations as allowed by any Requirement of Law.

     “ Maximum Revolver Amount ” means $390,000,000.

     “ Mortgaged Properties ” means (a) the owned real properties of the Obligated Parties (including, without limitation, those specified on Schedule 3.19(a) to the Disclosure Letter) other than Excluded Properties and (b) the owned Vessels (including, without limitation, those specified on Schedule 3.19(c) to the Disclosure Letter)

     “ Mortgages ” means the mortgages, deeds of trusts, leasehold mortgages and security documents from time to time executed by an Obligated Party in favor of Agent, for the benefit of Lenders, granting a Lien upon the Mortgaged Properties owned by such Obligated Party; provided , that no Mortgages shall be required on the Excluded Properties.

     “ Multiemployer Plan ” means a multiemployer plan as defined in Section 4001(a)(3) of ERISA.

     “ Net Amount of Eligible Accounts ” means, at any time, the gross amount of Eligible Accounts, less sales, excise, or other similar taxes, and less returns, discounts, claims, credits, allowances, accrued rebates, offsets, deductions, counterclaims, disputes, and other defenses of any nature at any time issued, owing, granted, outstanding, available, or claimed, and less Dilution Reserves.

     “ Net Cash Proceeds ” means with respect to any Asset Sale, the cash proceeds thereof (including cash proceeds subsequently received (as and when received) in respect of non-cash consideration initially received) received by any Obligated Party, net of (a) selling expenses (including reasonable broker’ s fees or commissions, costs to prepare the asset for sale, legal fees, transfer and similar taxes and the Obligated Party’s good faith estimate of and reserve for income taxes paid or payable in connection with such sale), (b) amounts provided as a reserve, in accordance with GAAP, against any liabilities under any indemnification obligations associated with such Asset

Sale ( provided , that, to the extent and at the time any such amounts are released from such reserve, such amounts shall constitute Net Cash Proceeds), (c) the principal amount, premium or penalty, if any, interest and other amounts on any Indebtedness for borrowed money which is secured by the asset sold in such Asset Sale and which is repaid with such proceeds (other than any such Indebtedness assumed by the purchaser of such asset) and (e) with respect to the exercise by NRG of its option to purchase the Hall Street Terminal and/or not more than 200 barges dedicated or allocable to the performance of the NRG Agreements, all sums that NRG is permitted to set off against the purchase price payable thereunder pursuant to the terms of the NRG Agreements, and with respect to the foreclosure by NRG of the liens against the Hall Street Terminal granted to it under the NRG Agreements, the obligations secured by such liens and all other amounts that pursuant to applicable law are paid from the proceeds of such foreclosure.

     “ Net Forced Liquidation Value of Vessels ” shall mean, as to Eligible Vessels, at any time, the value of such Eligible Vessels, determined on a forced liquidation basis, reduced by commissions, fees, costs and expenses contemplated in connection with the liquidation thereof, as set forth in the most recent Vessel Appraisal delivered to Agent.

     “ Net Liquidation Value ” means the amount determined on any date by multiplying the amount of Eligible Inventory of the Borrowers on the determination date by the most recent Net Liquidation Value Percentage.

     “ Net Liquidation Value Percentage ” means the percentage, determined pursuant to an appraisal by an experienced reputable appraiser reasonably acceptable to the Agent and ACL of the Borrowers’ Inventory of the orderly liquidation value thereof, net of all costs of liquidation, which represents the value of the Inventory appraised relative to the lesser of the cost or market value of such Inventory on the date of such appraisal.

     “ New Vessel ” means, as of any date of determination, any vessel for which construction thereof has been completed not longer than two (2) years prior to such date.

     “ Non-Consenting Lender ” has the meaning specified in Section 9.03 .

     “ Non-Ratable Loan ” and “ Non-Ratable Loans ” have the meanings specified in Section 2.01(b)(ix) .

     “ Note ” means any Revolving Loan Note, and “Notes” means any two or more of the Revolving Loan Notes, as the context requires.

     “ Notice of Borrowing ” has the meaning specified in Section 2.01(b)(iii) .

     “ Notice of Continuation/Conversion ” has the meaning specified in Section 2.02 .

     “ NRG ” means, NRG New Roads Holdings LLC and Louisiana Generating LLC, individually and collectively, and their respective successors and assigns.

     “ NRG Agreements ” means, collectively, (a) the Coal Transportation Agreement pursuant to which The Burlington Northern and Santa Fe Railway Company and American Commercial Terminals LLC (“ ACT ”) will transport certain tonnages of coal from mines in the Wyoming Powder

River Basin to the Big Cajun No. II steam-electric generating plant and coal unloading dock of Louisiana Generating LLC, (b) the Security Side Letter Agreement among ACL, ACT, American Commercial Barge Line LLC and NRG (c) the Lease between ACT and NRG covering the Hall Street Terminal, (d) the Terminal Option Agreement between ACT and NRG (e) the Barge and Tug Option Agreement between ACL and NRG; (f) the Deed of Trust granted by ACT to Louisiana Generating LLC in respect of the Hall Street Terminal; (g) the Conditional Assignments and Assumptions of Lease, between ACT and NRG with respect to leased properties comprising a portion of the Hall Street Terminal, (h) the Conditional Assignment of Inter Carrier Agreement between ACT and NRG, (i) the Operations Side Letter Agreement between ACT and Louisiana Generating LLC, each dated as of December 10, 2004, as amended from time to time.

     “ Obligated Party ” means each of the Borrowers and each Guarantor, individually, and “Obligated Parties” means two or more of such Persons, collectively.

     “ Obligations ” means (a) all present and future loans, advances, liabilities, obligations, covenants, duties, and debts owing by the Obligated Parties, or any of them, to the Agent, the Security Trustee, the Bank, the Letter of Credit Issuer, each Indemnified Person, and the Lenders, arising under or pursuant to this Agreement or any of the other Loan Documents, whether or not evidenced by any note, or other instrument or document, whether arising from an extension of credit, opening of a letter of credit, loan, guaranty, indemnification, or otherwise, whether direct or indirect, absolute or contingent, due or to become due, primary or secondary, as principal or guarantor, and including all principal, interest, charges, expenses, fees, attorneys’ fees (including Attorney Costs), filing fees, and any other sums chargeable to any Obligated Party hereunder or under any of the other Loan Documents (including, without limitation, all interest, charges, expenses, fees, and any other sums chargeable to any Obligated Party hereunder or under any of the other Loan Documents that accrues after the commencement of any case, proceeding or other action relating to the bankruptcy, insolvency or reorganization of any Obligated Party, whether or not the payment of such interest, charges, expenses, fees, or other sums are unenforceable or are not allowable due to the existence of such case, proceeding or other action), (b) all debts, liabilities, and obligations owing by the Obligated Parties now or hereafter arising from or in connection with the Letters of Credit and (c) all debts, liabilities, and obligations owing by the Obligated Parties now or hereafter arising from or in connection with Bank Products.

     “ Obsolete Equipment ” means (a) barges, towboats, vessels and other equipment that, in the ordinary course of each of the Obligated Parties’ business as presently conducted, are damaged, obsolete or at the end of their useful life, (b) Real Estate and other assets (not including any Accounts, Inventory or Vessels) that are obsolete or no longer useful in the ordinary course of each of the Obligated Parties’ business as presently conducted, in each case as reasonably determined by the Obligated Parties and (c) barges, towboats, vessels and other equipment that are surplus in the ordinary course of each of the Obligated Parties’ business as presently conducted ( provided , however , that such surplus equipment under this clause (c) shall be limited to $10,000,000 in the aggregate in any calendar year (plus any unused amounts from any prior calendar year up to $5,000,000) or $30,000,000 in the aggregate during the term of this Agreement; provided , further , however , that the foregoing limitations shall not apply to such surplus equipment under this clause (c), the proceeds of the sale or other disposition of which are applied, within 180 days after the sale or other disposition thereof, to the costs of replacement of such surplus equipment or the cost of purchase or construction of other assets useful in the business of Borrowers and their Subsidiaries).

     “ Other Taxes ” means any present or future stamp or documentary taxes or any other excise or property taxes, charges, or similar levies (excluding, in the case of each Lender and the Agent, such taxes (including income taxes or franchise taxes) as are imposed on or measured by each Lender’s or the Agent’s gross or net income) that arise from any payment made hereunder or from the execution, delivery, or registration of, or otherwise with respect to, this Agreement or any other Loan Documents.

     “ Participant ” means any commercial bank, financial institution or other Person that is not an Obligated Party or an Affiliate of any Obligated Party, who shall have been granted the right by any Lender to participate in the financing provided by such Lender under this Agreement in accordance with the terms hereof, and who shall have entered into a participation agreement in form and substance satisfactory to such Lender.

     “ Patriot Act ” means the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (Pub. L. No. 107-56, 115 Stat. 272 (Oct. 26, 2001)).

     “ PBGC ” means the Pension Benefit Guaranty Corporation referred to and defined in ERISA and any successor entity performing similar functions.

     “ Permitted Asset Sales ” means: (i) sales, transfers or other dispositions of Permitted Investments, (ii) sales, transfers and other dispositions of Accounts not exceeding $1,000,000 individually in connection with the compromise, settlement or collection thereof in the ordinary course of business, (iii) sales, transfers or other dispositions of Inventory and Vessels in the ordinary course of business and sales or scrapping of Obsolete Equipment ( provided , that sales and/or leases of barges and other equipment by Jeffboat to third parties or to any of the Obligated Parties and their Subsidiaries shall in all cases be deemed to be dispositions in the ordinary course of business), (iv) sales, transfers or other dispositions of assets transferred with an aggregate fair market value not exceeding $5,000,000 in any fiscal year of the Borrowers in connection with the replacement or upgrade of a tangible asset of the Obligated Parties or any Guarantor which will be used in a Related Business and is acquired, or commitments to acquire such asset have been made, within 180 days of such transfer, (v) sales, transfers or other dispositions among the Borrowers and, in the ordinary course of business or otherwise in compliance with Section 6.03 , any Obligated Party, (vi) sales, transfers and other dispositions of assets pursuant to Permitted Transactions and Permitted Sale/Leaseback Transactions, (vii) sales, transfers or other dispositions constituting investments, loans or advances permitted by Section 6.03 , (viii) dividends and distributions permitted by Section 6.05(a) , (ix) sales, transfers or other dispositions by Holdings (except sales, transfers or other dispositions by Holdings of Equity Interests of Holdings’ Subsidiaries that would constitute a Change in Control), (x) leases, subleases or licenses of real property to other Persons not materially interfering with the business of the Borrowers or any Subsidiary and (xi) subject to the prior written approval of the Agent and otherwise in accordance with Section 8.10 , any other transaction similar to any of the foregoing.

     “ Permitted Dividends ” means: (i) any payment, dividend or distribution with respect to its Equity Interests from any Subsidiary of a Borrower to a Borrower or any intervening Subsidiary; (ii) any payment, dividend or distribution with respect to, or any obligation to redeem or purchase, its Equity Interests made pursuant to and in accordance with stock option plans or other benefit plans

for management or employees of the Obligated Parties and their respective Subsidiaries, including, without limitation, pursuant to any severance packages for management or employees of the Borrowers and their respective Subsidiaries and approved by the board of managers (or other governing body) of the Borrower making such distribution; (iii) any distribution or dividend payable solely in membership interests or shares of common stock of any Obligated Party; (iv) any other non-cash dividend or non-cash distribution made by any Obligated Party and (v) any distribution or dividend issued in connection with a Permitted JV Transaction.

     “ Permitted Holder ” means (i) Samuel Zell, (ii) trusts established for the benefit of Samuel Zell and members of his family and (iii) their respective Affiliates.

     “ Permitted Investments ” means:

     (a) direct obligations of, or obligations the principal of and interest on which are unconditionally guaranteed by, the United States of America (or by any agency thereof to the extent such obligations are backed by the full faith and credit of the United States of America), in each case maturing within twelve months from the date of acquisition thereof;

     (b) without limiting the provisions of paragraph (d) below, investments in commercial paper maturing within six months from the date of acquisition thereof and having, at such date of acquisition, a rating of at least “A-2” or the equivalent thereof from Standard & Poor’s Corporation or of at least “P-2 “ or the equivalent thereof from Moody’s Investors Service, Inc.;

     (c) investments in certificates of deposit, banker’s acceptances and time deposits (including Eurodollar time deposits) maturing within six months from the date of acquisition thereof issued or guaranteed by or placed with (i) any domestic office of the Agent, any Lender or the bank with whom the Borrowers and the other Obligated Parties maintain their cash management system, provided , that if such bank is not a Lender hereunder, such bank shall have entered into an agreement with the Agent pursuant to which such bank shall have waived all rights of setoff and confirmed that such bank does not have, nor shall it claim, a security interest therein or (ii) any domestic office of any other commercial bank of recognized standing organized under the laws of the United States of America or any State thereof that has a combined capital and surplus and undivided profits of not less than $250,000,000 and is the principal banking Subsidiary of a bank holding company having a long-term unsecured debt rating of at least “A-2” or the equivalent thereof from Standard & Poor’s Corporation or at least “P-2” or the equivalent thereof from Moody’s Investors Service, Inc.;

     (d) investments in commercial paper maturing within six months from the date of acquisition thereof and issued by (i) the holding company of the Agent or (ii) the holding company of any other commercial bank of recognized standing organized under the laws of the United States of America or any State thereof that has (A) a combined capital and surplus in excess of $250,000,000 and (B) commercial paper rated at least “A-2” or the equivalent thereof from Standard & Poor’s Corporation or of at least “P-2” or the equivalent thereof from Moody’s Investors Service, Inc.;

     (e) investments in repurchase obligations with a term of not more than seven days for underlying securities of the types described in clause (a) above entered into with any office of a bank or trust company meeting the qualifications specified in clause (c) above; and

     (f) investments in money market funds substantially all the assets of which are comprised of securities of the types described in clauses (a) through (e) above; and

     (g) any investment made in connection with a Permitted JV Transaction.

     “ Permitted JV Transaction ” means a transaction pursuant to which (a) (i) Holdings or a Subsidiary contributes assets or property (including Equity Interests) to a joint venture in exchange for consideration which may include cash, Equity Interests in the joint venture, other property, or some combination of the foregoing, (collectively, the “Consideration”), (ii) the fair market value of the Consideration received is equal to at least 90% of the fair market value of the contributed assets or property (in each case, as determined in good faith by the applicable Obligated Party’s board of directors or analogous body), and (iii) Holdings provides, and no Subsidiary of Holdings provides, with respect to the incurrence of Indebtedness by the joint venture, a guaranty or indemnity arrangement of the joint venture or any member of the joint venture in an amount not to exceed the fair market value of the assets or property contributed by Holdings or such Subsidiary; provided , that, at the time of the consummation of any such transaction and immediately after giving effect thereto, (A) no Default or Event of Default shall have occurred and be continuing, (B) Unused Availability is not less than 20% of the Borrowing Base, (C) the Consolidated First Lien Leverage Ratio is not greater than 2.25:1.0 through December 31, 2010 and 2.0:1.0 thereafter, and (D) as a result of such transaction the Borrowing Base shall not be reduced in an amount greater than 15% of the Borrowing Base in effect immediately preceding the consummation of such transaction, or (b) (i) Holdings or a Subsidiary contributes real property and other assets (not including any Accounts, Inventory or Vessels) to an operational joint venture or strategic alliance in exchange for Consideration and (ii) the fair market value of the Consideration received is equal to at least 90% of the fair market value of the contributed assets or property (in each case, as determined in good faith by the applicable Obligated Party’s board of directors or analogous body) provided , that, at the time of the consummation of any such transaction and immediately after giving effect thereto, no Default or Event of Default shall have occurred and be continuing. In the event the formation of a joint venture does not meet the specific requirements set forth above, it will still qualify as a “Permitted JV Transaction” if it is a transaction pursuant to which Holdings or a Subsidiary forms a joint venture on terms and conditions reasonably satisfactory to Agent and the Majority Lenders.

     “ Permitted Liens ” means Liens described in Sections 6.02(a) through 6.02(u) .

     “ Permitted Sale/Leaseback Transactions ” means, individually or collectively, sale/leaseback transactions entered into by any Borrower with any Person, upon fair and reasonable terms fully disclosed to Agent and the Lenders, (a) with respect to any New Vessel which, individually or in the aggregate, does not exceed $35,000,000 in any calendar year, and, in addition thereto, with respect to any Vessels which are not New Vessels, does not exceed $40,000,000 at any time during the term of this Agreement, in each case on terms and conditions reasonably satisfactory to Agent, (b) that constitutes a Jeffboat Transaction or (c) with respect to any Real Estate (including, without limitation, terminals), which, individually or in the aggregate, does not exceed $25,000,000 at any

time during the term of this Agreement on terms and conditions reasonably satisfactory to Agent and the Majority Lenders.

     “ Permitted Transactions ” means (a) a Permitted JV Transaction, (b) the sale of all or substantially all of the assets or Equity Interests of any Subsidiary which is not an Obligated Party and (c) the transactions described on Schedule 1.01(B) to the Disclosure Letter.

     “ Person ” means any natural person, corporation, unincorporated organization, business trust, joint venture, association, company, limited liability company, partnership or government, or any agency or political subdivision thereof.

     “ Plan ” means any employee pension benefit plan (other than a Multiemployer Plan) subject to the provisions of Title IV of ERISA or Section 412 and 430 of the Code or Section 302 and 303 of ERISA, and in respect of which Holdings or any ERISA Affiliate is (or, if such plan were terminated, would under Section 4069 of ERISA be deemed to be) an “employer” as defined in Section 3(5) of ERISA.

     “ Pledge Agreement ” means the Pledge Agreement, dated as of the date hereof, among the Obligated Parties and the Agent, substantially in the form of Exhibit E hereto.

     “ Pro Rata Share ” means, with respect to a Lender, a fraction (expressed as a percentage), the numerator of which is the amount of such Lender’s Commitment and the denominator of which is the sum of the amounts of all of the Lenders’ Commitments, or if no Commitments are outstanding, a fraction (expressed as a percentage), the numerator of which is the amount of Loans owed to such Lender and the denominator of which is the aggregate amount of the Loans owed to all Lenders, in each case giving effect to a Lender’s participation in Non-Ratable Loans and Agent Advances.

     “ RBSBC ” means RBS Business Capital, a division of RBS Asset Finance, Inc., a subsidiary of RBS Citizens, NA.

     “ Real Estate ” means, with respect to any Person, such Person’s now or hereafter owned or leased estates in real property (as applicable), including fees, leaseholds, and future interests, together with such Person’s now or hereafter owned or leased interests in the improvements thereon, the fixtures attached thereto, and the easements appurtenant thereto.

     “ Regulation U ” means Regulation U of the Board as from time to time in effect and all official rulings and interpretations thereunder or thereof.

     “ Regulation X ” means Regulation X of the Board as from time to time in effect and all official rulings and interpretations thereunder or thereof.

     “ Related Businesses ” means the business of Holdings and its Subsidiaries as conducted on the Closing Date and any business related, ancillary or complementary thereto.

     “ Related Parties ” means, with respect to any specified person, such person’s Affiliates and the respective directors, officers, employees, agents and advisors of such person and such person’s Affiliates.

     “ Releases ” means any spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping, disposing, depositing, dispersing, emanating or migrating of any Hazardous Material in, into, onto or through the environment.

     “ Remedial Actions ” means (a) “remedial action” as such term is defined in CERCLA, 42 U.S.C. Section 9601(24), and (b) all other actions required by any Governmental Authority or voluntarily undertaken to: (i) cleanup, remove, treat, abate or in any other way address any Hazardous Material in the environment; (ii) prevent the Release or threat of Release, or minimize the further Release of any Hazardous Material so it does not migrate or endanger or threaten to endanger public health, welfare or the environment; or (iii) perform studies and investigations in connection with, or as a precondition to, (i) or (ii) above.

     “ Report ” has the meaning specified in Section 8.17 .

     “ Required Lenders ” shall mean Lenders (other than Defaulting Lenders) whose Pro Rata Shares aggregate more than 66 ² / 3 % of the Commitments of all Lenders (other than Defaulting Lenders), or if the Commitments shall have been terminated, Lenders (other than Defaulting Lenders) to whom more than 66 ² / 3 % of the then outstanding Loans are owing. A Defaulting Lender shall have no right to vote on any issue for the purpose of making any determination by Required Lenders.

     “ Requirement of Law ” means as to any Person, the certificate or articles of incorporation and by-laws or other organizational or governing documents of such Person, and any law, treaty, rule or regulation or determination of an arbitrator or a court or other Governmental Authority, in each case binding upon such Person or any of its property or to which such Person or any of its property is subject.

     “ Reserve Percentage ” means the reserve percentage (expressed as a decimal, rounded upward to the nearest 1/8th of 1%) applicable to member banks under regulations issued from time to time by the Board for determining the maximum reserve requirement (including any emergency, supplemental or other marginal reserve requirement) with respect to Eurocurrency funding (currently referred to as “Eurocurrency liabilities”).

     “ Reserves ” means any and all reserves that the Agent deems necessary in its good faith credit judgment, reasonably exercised, to maintain with respect to the Collateral or any Borrower with respect to matters that may, for any reason, limit the ability of the Agent and the Lenders’ to recover on any Collateral or limit the ability of any of the Obligated Parties to repay Borrowings hereunder, or that represent amounts the Agent or any Lender may be obligated to pay in the future on behalf of a Borrower including, but not limited to, without duplication, (a) Bank Product Reserves, (b) reserves for up to three (3) months of rent at each leased location where any Collateral or the books and records of a Borrower are maintained or kept, except to the extent the Agent has received a collateral access agreement in form and substance reasonably satisfactory to Agent, (c) reserves for warehousemen’s or bailees’ charges, (d) reserves for costs, charges and expenses necessary to complete freight, delivery or shipping services in process, with the method of estimation to be determined by Agent, (e) Maritime and Cost to Complete Reserves, and (f) reserves for taxes, fees, assessments, and other governmental charges.

     “ Responsible Officer ” means, with respect to any Obligated Party, the chief executive officer, the president, the chief financial officer, the treasurer, the assistant treasurer, the director of finance, any vice president, or any other officer having substantially the same authority and responsibility as any of the foregoing.

     “ Revolving Loan Note ” and “ Revolving Loan Notes ” have the meanings specified in Section 2.01(b)(ii) .

     “ Revolving Loans ” has the meaning specified in Section 2.01(b)(i) and includes each Agent Advance and Non-Ratable Loan.

     “ Second Lien Agent ” means The Bank of New York Mellon Trust Company, N.A., as the trustee under the Second Lien Notes Indenture.

     “ Second Lien Documents ” means, collectively, the Second Lien Notes Indenture, the Second Lien Notes and all agreements (including any security agreement), documents and instruments executed or delivered in connection with any of the foregoing (as the same now exist or may hereafter exist upon the execution and delivery thereof and may hereafter or thereafter, as the case may be, amended, supplemented or otherwise modified in accordance with the provisions of this Agreement).

     “ Second Lien Notes ” means the [•] % Notes, due [•] , 2017, issued by CBL pursuant to the Second Lien Notes Indenture.

     “ Second Lien Notes Indenture ” means the Indenture dated as of July 7, 2009 among CBL, the guarantors party thereto and Second Lien Agent, as trustee, as amended from time to time.

     “ Secured Parties ” shall have the meaning assigned to it in the Security Agreement.

     “ Security Agreement ” means the Security Agreement, dated of the date hereof, among the Obligated Parties and the Agent, substantially in the form of Exhibit C hereto.

     “ Security Documents ” means the Mortgages, the Fleet Mortgages, the Security Agreement, the Pledge Agreement, the Trademark Security Agreement and each of the security agreements, mortgages and other instruments and documents executed and delivered pursuant to any of the foregoing or pursuant to Section 4.01 .

     “ Security Trustee ” means the Bank, solely in its capacity as security trustee for the Lenders, and any successor security trustee.

     “ Settlement ” has the meaning specified in Section 8.14 .

     “ Settlement Date ” has the meaning specified in Section 8.14 .

     “ Stated Termination Date ” means July 7, 2013 (the fourth Anniversary Date).

     “ STRH ” means SunTrust Robinson Humphrey, Inc.

     “ Subordinated Obligations ” means, as of any date of determination (without duplication), any Indebtedness of the Borrowers, Holdings or any of their respective Subsidiaries on that date which has been subordinated in right of payment to the Obligations in a manner reasonably satisfactory to the Majority Lenders and contains such other protective terms with respect to senior debt (such as amount, maturity, amortization, interest rate, covenants, defaults, remedies, payment blockage and terms of subordination) as the Majority Lenders may reasonably require.

     “ subsidiary ” means, with respect to any person (the “parent”) at any date, any corporation, limited liability company, partnership, association or other entity the accounts of which would be consolidated with those of the parent in the parent’s consolidated financial statements if such financial statements were prepared in accordance with GAAP as of such date, as well as any other corporation, limited liability company, partnership, association or other entity (a) of which securities or other ownership interests representing more than 50% of the equity or more than 50% of the ordinary voting power or, in the case of a partnership, more than 50% of the general partnership interests are, as of such date, owned, controlled or held, or (b) that is, as of such date, otherwise Controlled, by the parent or one or more subsidiaries of the parent or by the parent and one or more subsidiaries of the parent.

     “ Subsidiary ” means any subsidiary of any Obligated Party.

     “ SunTrust ” means SunTrust Bank.

     “ Supporting Cash Deposit ” has the meaning specified in Section 2.03 .

     “ Supporting Letter of Credit ” has the meaning specified in Section 2.03 .

     “ Taxes ” means any and all present or future taxes, levies, imposts, duties, deductions, charges or withholdings imposed by any Governmental Authority.

     “ Termination Date ” means the earliest to occur of (a) the Stated Termination Date and (b) the date the Commitments are terminated (i) by any Borrower pursuant to Section 2.11(b) or (ii) pursuant to Section 10.01 .

     “ Trademark Security Agreement ” means any trademark security agreement, executed and delivered by an Obligated Party to the Agent, for the benefit of the Credit Providers, to evidence the Agent’s Liens in such Obligated Party’s present and future trademarks and related licenses and rights.

     “ Transactions ” means, collectively, the execution and delivery of this Agreement and the making of the initial Revolving Loans hereunder on the Closing Date, the refinancing of the Indebtedness outstanding on the date hereof under the Existing Loan Agreement pursuant to the terms hereof, and the issuance of the Second Lien Notes and the incurrence of Indebtedness thereunder.

     “ UBS ” means UBS Loan Finance LLC.

     “ UBSS ” means UBS Securities LLC.

     “ UCC ” means the Uniform Commercial Code (or any successor statute), as in effect from time to time, of the State of New York (the “ NY UCC ”) or of any other state the laws of which are required by the NY UCC to be applied in connection with the issue of perfection of security interests; provided , that to the extent that the UCC is used to define any term herein or in any other documents and such term is defined differently in different Articles or Divisions of the UCC, the definition of such term as contained in Article or Division 9 shall govern.

     “ Unused Availability ” means, at any time, the Borrowing Base minus the Aggregate Revolver Outstandings.

     “ Unused Letter of Credit Subfacility ” means an amount equal to the Letter of Credit Subfacility, minus the sum of (a) the aggregate undrawn amount of all outstanding Letters of Credit, plus, without duplication, (b) the aggregate unpaid reimbursement obligations with respect to all Letters of Credit.

     “ Unused Line Fee ” has the meaning specified in Section 2.13(a) .

     “ Unused Portion ” has the meaning specified in Section 2.13(a) .

     “ Usage ” has the meaning specified in Section 2.13(a) .

     “ Vessel Advance Amount ” means the lesser of (a) the Vessel Advance Rate of the Net Forced Liquidation Value of all Eligible Vessels and (b) 110 % of the net book value of all Eligible Vessels.

     “ Vessel Advance Rate ” means, (a) from the Closing Date until (but not including) the first Anniversary Date, 75%, (b) from the first Anniversary Date until (but not including) the second Anniversary Date, 73%, (c) from the second Anniversary Date until (but not including) the third Anniversary Date, 71%, and (d) from the third Anniversary Date until (but not including) the Stated Termination Date, 69%.

     “ Vessel Appraisal ” means a written appraisal of the Eligible Vessels delivered to Agent, in form, scope and methodology reasonably acceptable to Agent in good faith and by an appraiser reasonably acceptable to Agent, addressed to Agent and upon which Agent and Lenders are expressly permitted to rely.

     “ Vessels ” means the towboats, barges and other vessels owned or leased by the Obligated Parties.

     “ Wachovia ” means Wachovia Capital Markets, LLC.

     “ WFF ” means Wells Fargo Foothill, LLC.

     “ Withdrawal Liability ” means liability to a Multiemployer Plan as a result of a complete or partial withdrawal from such Multiemployer Plan, as such terms are defined in Part I of Subtitle E of Title IV of ERISA.

SECTION 1.02 Terms and Interpretation Generally . The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”. The word “will” shall be construed to have the same meaning and effect as the word “shall”. Unless the context requires otherwise any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein), any reference herein to any Person shall be construed to include such Person’s successors and assigns, the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, unless otherwise specified, all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement and the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights. Any item or matter disclosed on any Schedule to the Disclosure Letter shall be deemed disclosed for purposes of all other Schedules to the Disclosure Letter regardless of whether such matter is specifically referenced, provided , that the information set forth in such Schedule to the Disclosure Letter provides reasonably sufficient information to enable a person to understand that the information set forth in such Schedule to the Disclosure Letter is also responsive to a disclosure requirement on another Schedule to the Disclosure Letter. Furthermore, by listing any matter on a Schedule to the Disclosure Letter, the Obligated Parties shall not be deemed to have established any materiality standard, admitted any liability, or concluded that any one or more of such matters are material.

SECTION 1.03 Accounting Terms; GAAP . Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided , that, if GAAP changes during the term of this Agreement such that any covenants contained herein would then be calculated in a different manner or with different components, other than changes in GAAP that require items to be included in the definition of Indebtedness that were not so required before such change, the Borrowers, the Lenders and the Agent agree to negotiate in good faith to amend this Agreement in such respects as are necessary to conform those covenants as criteria for evaluating the Borrowers’ financial condition to substantially the same criteria as were effective prior to such change in GAAP; provided , however , that, until the Borrowers, the Required Lenders and the Agent so amend this Agreement, all such covenants shall be calculated in accordance with GAAP, as in effect immediately prior to such change; and, provided , further , that, if GAAP permits any change in Borrowers’ depreciation policies as in effect on the Closing Date, Borrowers shall not amend, modify or alter such depreciation policies without the prior written consent of the Agent.

ARTICLE II

THE LOANS

SECTION 2.01 Loans.

     (a)  Credit Facilities . Subject to the terms and conditions of this Agreement, the Lenders agree to make available credit facilities for use by the Borrowers from time to time during the term of this Agreement. Such credit facilities shall be composed of a revolving credit facility consisting of Revolving Loans and Letters of Credit as described in Section 2.01(b) and Section 2.03 .

     (b)  Revolving Loans .

          (i) Amounts . Subject to the terms and conditions of this Agreement, each Lender severally, but not jointly, agrees, upon ACL’s request on behalf of the Borrowers, from time to time on any Business Day during the period from the Closing Date to the Termination Date, to make revolving loans (the “ Revolving Loans ”) to the Borrowers in amounts not to exceed such Lender’s Pro Rata Share of the Commitments, provided , however , that at no time shall Revolving Loans be made if, as a result thereof, the Aggregate Revolver Outstandings would exceed the Borrowing Base. Notwithstanding the proviso in the preceding sentence, the Lenders may, in their unanimous discretion, elect to make Revolving Loans that would cause the Aggregate Revolver Outstandings to exceed the Borrowing Base on one or more occasions, but if they do so, neither the Agent nor the Lenders shall be deemed thereby to have changed the limits of the Borrowing Base or to be obligated to exceed such limits on any other occasion. If any requested Revolving Loan exceeds the Unused Availability then the Lenders may refuse to make or may otherwise restrict the making of such Revolving Loan, subject to the Agent’s authority, in its sole discretion, to make Agent Advances pursuant to the terms of Section 2.01(b)(x) .

          (ii) Revolving Loan Notes . At the request of any Lender, Borrowers shall execute and deliver to the Agent on behalf of each Lender a promissory note to evidence the Revolving Loans of such Lender (each a “ Revolving Loan Note ” and, collectively, the “ Revolving Loan Notes ”). Each Revolving Loan Note shall be in the principal amount of the applicable Lender’s Pro Rata Share of the Commitments, dated as of the Closing Date or the date of any assignment of a portion of any Lender’s Revolving Loans, and substantially in the form of Exhibit F . Each Revolving Loan Note shall represent the joint and several obligation of the Borrowers to pay the amount of the applicable Lender’s Pro Rata Share of the aggregate unpaid principal amount of all Revolving Loans together with interest thereon as prescribed in this Agreement.

          (iii) Procedure for Borrowing .

     (A) Each Borrowing of Revolving Loans shall be made upon ACL’s irrevocable written notice delivered to the Agent substantially in the form of Exhibit I (any such notice being referred to herein as a “ Notice of Borrowing ”), which must be received by the Agent prior to 12:00 noon (Chicago, Illinois time) (y) three Business Days prior to the requested Funding Date, in the case of LIBOR Loans or (z) on the requested Funding Date, in the case of Base Rate Loans, specifying:

     (1) the amount of the Borrowing, which in the case of LIBOR Loans shall be in an amount that is not less than One Million Dollars ($1,000,000) or an integral multiple of One Million Dollars ($1,000,000) in excess thereof;

     (2) the requested Funding Date, which must be a Business Day;

     (3) whether the Revolving Loans requested are to be Base Rate Loans or LIBOR Loans; provided , that if ACL fails to specify whether any Revolving Loans are to be Base Rate Loans or LIBOR Loans, such request shall be deemed a request for Base Rate Loans; and

     (4) if the requested Revolving Loans are to be LIBOR Loans, the duration of the Interest Period; provided , that if ACL fails to select the duration of the Interest Period with respect to any requested LIBOR Loans, ACL shall be deemed to have requested such Revolving Loans be made as LIBOR Loans with an Interest Period of one month in duration. ¹

      (B) With respect to any request for Base Rate Loans, in lieu of delivering a Notice of Borrowing, ACL may give the Agent telephonic notice of such request for advances to the Funding Account not later than the required time specified in clause (A) preceding. The Agent at all times shall be entitled to rely on such telephonic notice in making any such Revolving Loans, regardless of whether any written confirmation is received by the Agent.

     (C) Whenever checks or other items are presented to the Bank for payment against the Funding Account or any other Deposit Account maintained by any Borrower with the Bank in an amount greater than the then available balance in the Funding Account or such other Deposit Account, such presentation may, at the election of the Agent in its sole discretion, be deemed to be a request by such Borrower for a Base Rate Loan on the date of such presentation in an amount, subject to clause (iii)(A) preceding, sufficient to cover all such items presented in the Funding Account or such other Deposit Account on such date.

     (D) At the election of the Agent or the Majority Lenders, the Borrowers shall have no right to request LIBOR Loans during the continuance of any Default or Event of Default.

          (iv) Disbursement . On the Closing Date, the Borrowers shall deliver to the Agent a notice setting forth the deposit account maintained with the Bank (the “ Funding Account ”) to which the Agent is authorized by the Borrowers to transfer the proceeds of the Revolving Loans requested hereunder. The Borrowers may designate a replacement Funding Account from time to time by written notice to the Agent. Any designation by the Borrowers of a new Funding Account must be reasonably acceptable to the Agent.

          (v) Reliance Upon Authority; No Liability . The Agent is entitled to rely conclusively on any individual’s request for Revolving Loans on behalf of the Borrowers, as long as the proceeds thereof are to be transferred to the Funding Account. The Agent has no duty to verify the identity of any individual representing himself or herself as a person authorized by the Borrowers to make such requests on its behalf. The Agent shall not incur any liability to the Borrowers as a result of acting upon any notice referred to in Section 2.01(b)(iii) and Section 2.01(b)(iv) , which the Agent reasonably believes to have been given by an officer or other person duly authorized by a

Borrower to request Revolving Loans on its behalf or for otherwise acting under this Section 2.01(b) , as long as the proceeds thereof are to be transferred to the Funding Account. The crediting of Revolving Loans to the Funding Account shall conclusively establish the obligation of the Borrowers to repay such Revolving Loans as provided herein.

          (vi) Notice Irrevocable . Any Notice of Borrowing (or telephonic notice in lieu thereof) made pursuant to Section 2.01(b)(iii) shall be irrevocable and the Borrowers shall be bound to borrow the funds requested therein in accordance therewith.

          (vii) The Agent’s Election . Promptly after receipt of a Notice of Borrowing (or telephonic notice in lieu thereof), the Agent shall elect in its discretion to have the terms of Section 2.01(b)(viii) , Section 2.01(b)(ix) , or Section 2.01(b)(x) apply to such requested Borrowing. If the Bank declines in its sole discretion to make a Non-Ratable Loan pursuant to Section 2.01(b)(ix) , the terms of Section 2.01(b)(viii) shall apply to the requested Borrowing unless such requested Borrowing is to be made by the Agent as an Agent Advance pursuant to Section 2.01(b)(x) .

          (viii) Making of Revolving Loans . If the Agent elects to have the terms of this Section 2.01(b)(viii) apply to a requested Borrowing, then promptly after receipt of a Notice of Borrowing or telephonic notice in lieu thereof, the Agent shall notify the Lenders by telecopy, telephone, or e-mail of the requested Borrowing. Each Lender shall transfer its Pro Rata Share of the requested Borrowing to the Agent in immediately available funds, to the account from time to time designated by the Agent, not later than 3:00 p.m. (Chicago, Illinois time) on the applicable Funding Date. After the Agent’s receipt of all proceeds of such requested Borrowing, the Agent shall make the proceeds of such requested Borrowing available to the Borrowers on the applicable Funding Date by transferring same day funds to the Funding Account. Unless the Lenders in their unanimous discretion consent otherwise, no Borrowing under this clause (viii) shall be permitted if the requested Borrowing exceeds the Unused Availability on the applicable Funding Date prior to giving effect to such requested Borrowing.

          (ix) Making of Non-Ratable Loans . If the Agent elects, with the consent of the Bank (which may be granted or withheld in the Bank’s sole discretion), to have the terms of this Section 2.01(b)(ix) apply to a requested Borrowing, the Bank shall make a Revolving Loan in the amount of such requested Borrowing available to the Borrowers on the applicable Funding Date by transferring same day funds to the Funding Account. Each Revolving Loan made solely by the Bank pursuant to this Section 2.01(b)(ix) is referred to hereinafter as a “ Non-Ratable Loan ,” and such Revolving Loans are collectively referred to as the “ Non-Ratable Loans .” Each Non-Ratable Loan shall be subject to all the terms and conditions applicable to other Revolving Loans except that all payments of principal and interest thereon shall be payable to the Bank solely for its own account. The Agent shall not request the Bank to make any Non-Ratable Loan if (A) the Agent has received written notice from any Lender that one or more of the applicable conditions precedent set forth in Article IV will not be satisfied on the requested Funding Date for the applicable Borrowing, (B) the requested Borrowing exceeds the Unused Availability on the applicable Funding Date prior to giving effect to such requested Borrowing or (C) the aggregate outstanding amount of Non-Ratable Loans would exceed Thirty-Five Million Dollars ($35,000,000) upon the making of such Non-Ratable Loan. The Non-Ratable Loans shall be secured by the Agent’s Liens in and to the Collateral and shall constitute Obligations hereunder.

          (x) Agent Advances . Subject to the limitations set forth below, the Agent is authorized by the Borrowers and the Lenders, from time to time in the Agent’s sole discretion, after the occurrence of a Default or an Event of Default or at any time that any of the other conditions precedent set forth in Article IV have not been satisfied, to make Base Rate Loans to the Borrowers on behalf of the Lenders in an aggregate amount outstanding at any time not to exceed Twenty Million Dollars ($20,000,000), which the Agent, in its reasonable business judgment, deems necessary or desirable (1) to preserve or protect the Collateral, or any portion thereof, (2) to enhance the likelihood of, or maximize the amount of, repayment of the Loans and other Obligations (including through the Borrowers using any proceeds of such Revolving Loans to pay payroll and associated tax obligations), or (3) to pay any other amount chargeable to the Borrowers pursuant to the terms of this Agreement, including costs, fees, and expenses as described in Section 9.04 (any of such advances are herein referred to as “ Agent Advances ”); provided , that Borrower shall repay each Agent Advance within forty-five (45) days after the making thereof. Each Lender shall participate in each Agent Advance in accordance with its Pro Rata Share, but in no event shall any Lender be required to participate in any amount of an Agent Advance that would cause the portion of the Aggregate Revolver Outstandings attributable to such Lender to exceed such Lender’s Commitment. The Majority Lenders may at any time revoke the Agent’s authorization to make Agent Advances. Any such revocation must be in writing and shall become effective prospectively upon the Agent’s receipt thereof. The Agent Advances shall be secured by the Agent’s Liens in and to the Collateral and shall constitute Base Rate Loans and Obligations hereunder.

SECTION 2.02 Continuation and Conversion Elections .

     (a) A Borrower may upon irrevocable written notice to the Agent in accordance with Section 2.01(b) :

          (i) provided that a Borrowing of LIBOR Loans is permitted pursuant to Section 2.01(b) , elect, as of any Business Day, in the case of Base Rate Loans to convert any such Base Rate Loans (or any part thereof in an amount not less than One Million Dollars ($1,000,000), or that is in an integral multiple of One Million Dollars ($1,000,000) in excess thereof) into LIBOR Loans;

          (ii) provided that a Borrowing of LIBOR Loans is permitted pursuant to Section 2.01(b) , elect, as of the last day of the applicable Interest Period, to continue any LIBOR Loans having Interest Periods expiring on such day (or any part thereof) in an amount not less than One Million Dollars ($1,000,000), or that is in an integral multiple of One Million Dollars ($1,000,000) in excess thereof as LIBOR Loans; or

          (iii) elect, as of any Business Day, in the case of LIBOR Loans to convert any such LIBOR Loans (or any part thereof not being continued pursuant to clause (ii) preceding) into Base Rate Loans;

provided , that if at any time the aggregate amount of LIBOR Loans in respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof, to less than One Million Dollars ($1,000,000), such LIBOR Loans shall automatically convert into Base Rate Loans; and provided , further , that if the notice shall fail to specify the duration of the Interest Period of any LIBOR Loan to result from any such continuation or conversion, such Interest Period shall be one month in duration.

     (b) For any continuation or conversion pursuant to clause (a) preceding, ACL shall deliver a notice of continuation/conversion substantially in the form of Exhibit G or such other form as may be acceptable to the Agent in its sole discretion (any such notice being referred to herein as a “ Notice of Continuation/Conversion ”) to the Agent not later than 12:00 noon (Chicago, Illinois time) at least three Business Days in advance of the Continuation/Conversion Date specifying:

          (i) the proposed Continuation/Conversion Date;

          (ii) the aggregate amount of such Loans to be continued or converted and, if continuing LIBOR Loans, the specific Borrowings (or portions thereof) to be continued or converted;

          (iii) the type of Loans resulting from the proposed continuation or conversion; and

          (iv) the duration of any requested Interest Period, provided , however , the Borrowers may not select an Interest Period that ends after the Stated Termination Date.

     (c) If upon the expiration of any Interest Period applicable to LIBOR Loans, the Borrowers have failed to timely select a new Interest Period to be applicable to such LIBOR Loans, the Borrowers shall be deemed to have elected to continue such LIBOR Loans as a LIBOR Loan with an Interest Period of one month.

     (d) The Agent will promptly notify each Lender of its receipt of a Notice of Continuation/Conversion. All continuations and conversions shall be made ratably according to the respective outstanding principal amounts of the Loans held by each Lender with respect to which such notice was given.

     (e) After giving effect to any continuation or conversion of any LIBOR Loan, there may not be more than eight (8) different Interest Periods in effect hereunder.

     (f) At the election of the Agent or the Majority Lenders, the Borrowers shall have no right to convert any Base Rate Loans into LIBOR Loans or to continue any LIBOR Loans as LIBOR Loans during the continuance of any Default or any Event of Default.

SECTION 2.03 Letters of Credit .

     (a)  Agreement to Cause to Issue . Subject to the terms and conditions of this Agreement, the Agent agrees to cause the Letter of Credit Issuer to issue for the account of the Borrowers (whether one or more) one or more commercial/documentary letters of credit and standby letters of credit (each a “ Letter of Credit ” and collectively, the “ Letters of Credit ”) from time to time during the term of this Agreement; provided , that all commercial/documentary letters of credit and standby letters of credit issued pursuant to the Existing Loan Agreement (the “ Existing Letters of Credit ”) shall be deemed to have been issued hereunder.

     (b)  Amounts; Outside Expiration Date . The Agent shall not cause to be issued any Letter of Credit at any time if: (i) the maximum face amount of the requested Letter of Credit is greater than the Unused Letter of Credit Subfacility at such time; (ii) the maximum undrawn amount of the requested Letter of Credit and all commissions, fees, and charges due from the Borrowers in

connection with the opening thereof exceeds the Unused Availability prior to giving effect to issuance of such requested Letter of Credit; (iii) such Letter of Credit has an expiration date later than 30 days prior to the Stated Termination Date; or (iv) such Letter of Credit has an expiration date later than twelve calendar months from the date of issuance for standby letters of credit and six calendar months from the date of issuance for commercial/documentary letters of credit, provided that any Letter of Credit issued hereunder may, subject to this clause (iv) and the other provisions of this Section 2.03 , include an “evergreen” or automatic renewal provision of the type referenced in Section 2.03(d)(iii) without contravening the requirement contained in this Section 2.03(b) .

     (c)  Other Conditions . In addition to being subject to the satisfaction of the applicable conditions precedent contained in Article IV , the obligation of the Agent to cause any Letter of Credit to be issued is subject to the following conditions precedent having been satisfied in a manner satisfactory to the Agent and the Letter of Credit Issuer:

          (i) the Borrowers shall have delivered to the Letter of Credit Issuer, at such times and in such manner as the Letter of Credit Issuer may prescribe, an application in form and substance satisfactory to the Letter of Credit Issuer and reasonably satisfactory to the Agent for the issuance of the Letter of Credit and such other documents as may be required pursuant to the terms thereof, and the form and terms of the proposed Letter of Credit shall be reasonably satisfactory to the Agent and the Letter of Credit Issuer ( provided , that in the event any term of such application or any other document is inconsistent with the terms of this Agreement and the Letter of Credit Issuer is either the same Person as the Agent or any Lender, then the terms of this Agreement shall be controlling); and

          (ii) as of the date of issuance, no order of any court, arbitrator, or Governmental Authority shall purport by its terms to enjoin or restrain money center banks generally from issuing letters of credit of the type and in the amount of the proposed Letter of Credit, and no law, rule, or regulation applicable to money center banks generally and no request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over money center banks generally shall prohibit, or request that the Letter of Credit Issuer refrain from, the issuance of letters of credit generally or the issuance of such Letter of Credit.

     (d)  Issuance of Letters of Credit .

          (i) Request for Issuance . A Borrower, if it wishes to cause the issuance of a Letter of Credit, shall notify the Agent and the Letter of Credit Issuer of such request for issuance at least three Business Days prior to the proposed issuance date. Such notice shall be irrevocable and must specify the original face amount of the Letter of Credit requested, the Business Day of issuance of such requested Letter of Credit, whether such Letter of Credit may be drawn in a single or in partial draws, the Business Day on which the requested Letter of Credit is to expire, the purpose for which such Letter of Credit is to be issued, and the beneficiary of the requested Letter of Credit. The Borrower shall attach to such notice the proposed form of the Letter of Credit.

          (ii) Responsibilities of the Agent; Issuance . As of the Business Day immediately preceding the requested issuance date of the Letter of Credit set forth in the notice from a Borrower pursuant to Section 2.03(d)(i) , the Agent shall determine (A) the amount of the Unused Letter of Credit Subfacility and (B) the Unused Availability. If the face amount of the requested Letter of

Credit is not greater than the Unused Letter of Credit Subfacility (prior to giving effect to issuance of such requested Letter of Credit) and the amount of such requested Letter of Credit and all commissions, fees, and charges due from the Borrowers in connection with the opening thereof do not exceed the Unused Availability (prior to giving effect to issuance of such requested Letter of Credit), the Agent shall cause the Letter of Credit Issuer to issue the requested Letter of Credit on the requested issuance date if the other conditions hereof and of the application for such requested Letter of Credit are met.

          (iii) Extensions and Amendments . The Agent shall not cause the Letter of Credit Issuer to extend, renew, or amend any Letter of Credit issued pursuant hereto unless the requirements of this Section 2.03(d) are met as though a new Letter of Credit were being requested and issued. With respect to any Letter of Credit that contains any “evergreen” or automatic renewal provision, each Lender shall be deemed to have consented to any such extension or renewal unless such Lender shall have provided to the Agent and the Borrowers written notice that such Lender declines to consent to any such extension or renewal at least 30 days prior to the date on which the Letter of Credit Issuer is entitled to decline to extend or renew such Letter of Credit; provided , that, notwithstanding the foregoing, if all of the requirements of this Section 2.03(d) are met and no Event of Default has occurred and is continuing, no Lender may decline to consent to any such extension or renewal.

     (e)  Payments Pursuant to Letters of Credit . The Borrowers agree to reimburse the Letter of Credit Issuer immediately for any draw under any Letter of Credit and to pay the Letter of Credit Issuer the amount of all other charges and fees payable to the Letter of Credit Issuer under or in connection with any Letter of Credit immediately when due, irrespective of any claim, setoff, defense, or other right that the Borrowers may have at any time against the Letter of Credit Issuer or any other Person. Each drawing under any Letter of Credit shall constitute a request by the Borrowers for a Borrowing of a Base Rate Loan in the amount of such drawing. The Funding Date with respect to such Borrowing shall be the date of such drawing.

     (f)  Indemnification; Exoneration; Power of Attorney .

          (i) Indemnification . In addition to amounts payable as elsewhere provided in this Section 2.03(f) , the Borrowers agree to protect, indemnify, pay, and save the Lenders, the Agent, and the Letter of Credit Issuer harmless from and against any and all claims, demands, liabilities, damages, losses, costs, charges, and expenses (including reasonable attorneys’ fees) that any Lender, the Agent, or the Letter of Credit Issuer may incur or be subject to as a consequence, direct or indirect, of the issuance of any Letter of Credit. The foregoing indemnity shall not apply to the Letter of Credit Issuer to the extent of any wrongful honor or dishonor of a drawing against any Letter of Credit. The Borrowers’ obligations under this Section 2.03(f) shall survive payment of all other Obligations.

          (ii) Assumption of Risk by the Borrowers . As among the Borrowers, the Lenders, the Agent, and the Letter of Credit Issuer, the Borrowers assume all risks of the acts and omissions of, or misuse of any of the Letters of Credit by, the respective beneficiaries of such Letters of Credit. In furtherance and not in limitation of the foregoing, the Lenders, the Agent, and the Letter of Credit Issuer shall not be responsible for, and the Borrowers’ obligation to pay outstanding LC Obligations shall be absolute, unconditional and irrevocable under any and all circumstances whatsoever and

irrespective of: (A) the form, validity, sufficiency, accuracy, genuineness, or legal effect of any document submitted by any Person in connection with the application for and issuance of and presentation of drafts with respect to any of the Letters of Credit, even if it should prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent, or forged; (B) the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, that may prove to be invalid or ineffective for any reason; (C) the failure of the beneficiary of any Letter of Credit to comply duly with conditions required in order to draw upon such Letter of Credit; (D) errors, omissions, interruptions, or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex, or otherwise, whether or not they be in cipher; (E) errors in interpretation of technical terms; (F) any loss or delay in the transmission or otherwise of any document required in order to make a drawing under any Letter of Credit or of the proceeds thereof; (G) the misapplication by the beneficiary of any Letter of Credit of the proceeds of any drawing under such Letter of Credit; or (H) any consequences arising from causes beyond the control of the Lenders, the Agent, or the Letter of Credit Issuer, including any act or omission, whether rightful or wrongful, of any present or future de jure or de facto Governmental Authority; provided , that in the case of the Letter of Credit Issuer, the Letter of Credit Issuer has paid the applicable beneficiary on the Letter of Credit against the presentation of drafts and certificates that appear on their face to comply with the requirements of such Letter of Credit. The Lenders and the Agent shall not be responsible for the Letter of Credit Issuer’s honor of a draw for which the draw or any certificate fails to comply in any respect with the terms of the Letter of Credit. None of the foregoing shall affect, impair, or prevent the vesting of any rights or powers of the Agent, any Lender, or, subject to Section 2.03(f)(iv) , the Letter of Credit Issuer under this Section 2.03(f) .

          (iii) Exoneration . Without limiting the foregoing, no action or omission whatsoever by the Agent, any Lender, or the Letter of Credit Issuer under or in connection with any of the Letters of Credit or any related matters shall result in any liability of the Agent, any Lender, or the Letter of Credit Issuer to the Borrowers, or relieve the Borrowers of any of the Borrowers’ obligations hereunder to any such Person.

          (iv) Rights Against the Letter of Credit Issuer . Nothing contained in this Section 2.03(f) is intended to limit a Borrower’s rights, if any, with respect to the Letter of Credit Issuer that arise as a result of the letter of credit application and related documents executed by and between such Borrower and the Letter of Credit Issuer, the issuance of the Letter of Credit, or the Letter of Credit Issuer’s wrongful honor or wrongful dishonor of any draw on a Letter of Credit.

          (v) Account Party . Each Borrower hereby authorizes and directs the Letter of Credit Issuer to name the applicable Borrower as the “Account Party” in any Letter of Credit and to deliver to the Agent all instruments, documents, and other writings and property received by the Letter of Credit Issuer pursuant to each such Letter of Credit, and to accept and rely upon Agent’s or the Borrower’s instructions and agreements with respect to all matters arising in connection with each such Letter of Credit or the application therefor.

     (g)  Supporting Letter of Credit; Cash Collateral . If, notwithstanding the provisions of Section 2.03(b) and Section 10.01 , any Letter of Credit is outstanding upon the termination of this Agreement, then upon such termination the Borrowers shall deposit with the Agent, for the benefit of the Agent, the Letter of Credit Issuer, and the Lenders, with respect to each such Letter of Credit

then outstanding, either (i) a standby letter of credit (a “ Supporting Letter of Credit ”) in form and substance satisfactory to the Agent, issued by an issuer satisfactory to the Agent in its sole discretion in an amount equal to 105% of the undrawn face amount of such Letter of Credit, plus any fees and expenses associated with such Letter of Credit, under which Supporting Letter of Credit the Agent is entitled to draw amounts necessary to reimburse the Agent, the Letter of Credit Issuer, and the Lenders (as applicable) for payments to be made by the Letter of Credit Issuer under such Letter of Credit and any fees and expenses associated with such Letter of Credit or (ii) cash (a “ Supporting Cash Deposit ”) in an amount equal to 105% of the undrawn face amount of such Letter of Credit, plus any fees and expenses associated with such Letter of Credit. Such Supporting Letter of Credit or Supporting Cash Deposit shall be held by the Agent, for the benefit of the Agent, the Letter of Credit Issuer, and the Lenders, as security for, and to provide for the payment of, the aggregate undrawn amount of such Letters of Credit remaining outstanding.

SECTION 2.04 Bank Products . The Borrowers may obtain Bank Products from any Lender or any of their respective Affiliates, although the Borrowers are not required to do so. To the extent Bank Products are provided by an Affiliate of any Lender, Borrowers agree to indemnify and hold the Agent and Lenders harmless from any and all costs and obligations now or hereafter incurred by any of the Credit Providers which arise from any indemnity given by any Lender to any of their respective Affiliates related to such Bank Products; provided , however , that nothing contained herein is intended to limit any Borrower’s rights, with respect to any Lender or any Lender’s Affiliates, if any, that arise as a result of the execution of documents by and between such Borrower and any Lender or such Lender’s Affiliates that relate to Bank Products. The agreement contained in this Section 2.04 shall survive termination of this Agreement. The Borrowers acknowledge and agree that the obtaining of Bank Products from any Lender or such Lender’s Affiliates (a) is in the sole and absolute discretion of such Lender or such Lender’s Affiliates, and (b) is subject to all rules and regulations of such Lender or such Lender’s Affiliates.

SECTION 2.05 Mandatory Prepayments .

     (a) On any Business Day, if the Aggregate Revolver Outstandings exceed the Borrowing Base, the Borrowers shall immediately pay to the Agent, for the account of the Lenders, the amount (if any) of such excess for application to the principal amount of the Revolving Loans.

     (b) The Borrowers shall pay to the Agent, for the account of the Lenders, (i) the Net Cash Proceeds from any Asset Sale of any Collateral, (ii) the net Casualty Proceeds in excess of $1,000,000, (iii) the net Condemnation Proceeds, (iv) the proceeds of the sale or other disposition of surplus equipment as described in clause (c) of the definition of “Obsolete Equipment” which are not applied, within 180 days after the sale or other disposition thereof, to the costs of replacement of such surplus equipment or the cost of purchase or construction of other assets useful in the business of Borrowers and their Subsidiaries and, (v) if a Default or Event of Default exists and is continuing, the Net Cash Proceeds from any Equity Issuance; provided , however , that if any prepayment of net Casualty Proceeds would cause any funding losses to be reimbursable pursuant to Section 2.11(h) , the Agent may, upon notice to the Borrowers, refuse such prepayment and permit the Borrowers to retain such amounts; and provided , further , that if the Agent elects to receive such prepayment, the Agent shall be deemed to have waived any reimbursement that would otherwise be owing by the Borrowers pursuant to Section 2.11(h) . Such proceeds described in the immediately preceding sentence shall be applied against the Obligations in the order and manner set forth in Section 2.11(e)

(subject to the provisions of Section 2.11(e)(iii) ) and, subject to the terms of this Agreement, shall be subject to the Borrowers’ right to reborrow prior to the Termination Date. No provision contained in this Section 2.05 shall constitute a consent to an asset disposition or to any other transaction that is otherwise not permitted by the terms of this Agreement.

     (c) Notwithstanding anything to the contrary contained herein, and so long as (i) no Default or Event of Default shall have occurred and is continuing, (ii) the Borrowers shall have given the Agent prior written notice of the Borrowers’ intention to apply such Casualty Proceeds to the costs of replacement of the properties or assets that are the subject of such Casualty Proceeds or the cost of purchase or construction of other assets useful in the business of Borrowers and their Subsidiaries, (iii) such Casualty Proceeds are held in a Clearing Account, and (iv) the Borrowers or their Subsidiaries, as applicable, complete such replacement, purchase, or construction within 180 days after the initial receipt of such Casualty Proceeds, Borrowers and their Subsidiaries shall have the option to apply such Casualty Proceeds to the costs of replacement of the assets that are the subject of such Casualty Proceeds or the costs of purchase or construction of other assets useful in the business of Borrowers and their Subsidiaries unless and to the extent that such applicable period shall have expired without such replacement, purchase or construction being made or completed, in which case, any amounts of such Casualty Proceeds remaining shall be paid to the Agent and applied in accordance with Section 2.05(b) .

SECTION 2.06 Interest .

     (a)  Interest Rates . All outstanding Loans shall bear interest on the unpaid principal amount thereof (including, to the extent permitted by law, on accrued interest thereon not paid when due) from the date made or incurred until paid in full in cash or cash equivalent at a rate determined by reference to the Base Rate or the LIBOR, as applicable, plus the Applicable Margin as set forth below, but not to exceed the Maximum Rate. If at any time Loans are outstanding with respect to which a Borrower has not delivered to the Agent a notice specifying the basis for determining the interest rate applicable thereto in accordance herewith, such Loans shall be Base Rate Loans and bear interest at a rate determined by reference to the Base Rate until notice to the contrary has been given to the Agent in accordance with this Agreement and such notice has become effective. Except as otherwise provided herein, the outstanding Loans shall bear interest as follows:

          (i) for all Base Rate Loans at a fluctuating per annum rate equal to the lesser of (A) the Base Rate, plus the Applicable Margin or (B) the Maximum Rate; and

          (ii) for all LIBOR Loans at a per annum rate equal to the lesser of (A) the LIBOR, plus the Applicable Margin or (B) the Maximum Rate.

          (iii) Each change in the Base Rate shall be reflected in the interest rate described in clause (i) preceding as of the effective date of such change. Subject to Section 9.14 , all interest charges shall be computed on the basis of a year of 360 days and actual days elapsed (which results in more interest being paid than if computed on the basis of a 365 day year) , except that interest based on the Base Rate shall be calculated on the basis of actual number of days elapsed in a year of 365/366 days.

     (b)  Interest Payments . The Borrowers shall pay to the Agent, for the benefit of the Lenders, accrued interest in arrears on each Interest Payment Date, as applicable.

     (c)  Default Rate . During the existence of any Event of Default if the Agent or the Majority Lenders in their discretion so elect, the Obligations shall, subject to Section 9.14 , bear interest at a rate per annum equal to the lesser of (i) the Default Rate applicable thereto or (ii) the Maximum Rate.

SECTION 2.07 Use of Proceeds . Borrowers shall apply the proceeds of (a) Loans made on the Closing Date to pay a portion of the Indebtedness outstanding as of the date hereof under the Existing Loan Agreement and to pay fees and expenses relating to the Transactions, and (b) Loans made on and after the Closing Date to provide for their respective working capital needs and other general corporate purposes.

SECTION 2.08 Increased Costs .

     (a) If any Change in Law shall:

          (i) impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender (except any such reserve requirement reflected in LIBOR); or

          (ii) impose on any Lender or the London interbank market any other condition affecting this Agreement or LIBOR Loans made by such Lender;

and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any LIBOR Loan or to reduce the amount of any sum received or receivable by such Lender (whether of principal, interest or otherwise), then the Borrowers will pay to such Lender such additional amount or amounts as will compensate such Lender for such additional costs incurred or reduction suffered.

     (b) If any Lender determines that any Change in Law regarding capital requirements has or would have the effect of reducing the rate of return on such Lender’s capital or on the capital of such Lender’s holding company, if any, as a consequence of this Agreement or the Loans made by such Lender, to a level below that which such Lender or such Lender’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s policies and the policies of such Lender’s holding company with respect to capital adequacy), then from time to time the Borrowers will pay to such Lender such additional amount or amounts as will compensate such Lender or such Lender’s holding company for any such reduction suffered.

     (c) A certificate of a Lender setting forth the amount or amounts necessary to compensate such Lender or its holding company (with reasonable details of the basis therefor), as specified in paragraph (a) or (b) of this Section shall be delivered to the Borrowers and shall be conclusive absent manifest error. The Borrowers shall pay such Lender, the amount shown as due on any such certificate within 10 days after receipt thereof.

     (d) Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s right to demand such compensation; provided ,

that the Borrowers shall not be required to compensate a Lender pursuant to this Section for any increased costs or reductions incurred more than 270 days prior to the date that such Lender notifies the Borrowers of the Change in Law giving rise to such increased costs or reductions and of such Lender’s intention to claim compensation therefor; provided , further , that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 270-day period referred to above shall be extended to include the period of retroactive effect thereof.

SECTION 2.09 Break Funding Payments . Without duplication of any amounts payable by the Borrowers pursuant to Section 2.11(h) , in the event of (a) the payment of any principal of any LIBOR Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default), (b) the conversion of any LIBOR Loan other than on the last day of the Interest Period applicable thereto or (c) the assignment of any LIBOR Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrowers pursuant to Section 2.12 , then the Borrowers shall compensate each Lender for the loss, cost and expense attributable to such event. In the case of a LIBOR Loan, such loss, cost or expense to any Lender shall be deemed to include an amount determined by such Lender to be the excess, if any, of (i) the amount of interest which would have accrued on the principal amount of such Loan had such event not occurred, at LIBOR that would have been applicable to such Loan, for the period from the date of such event to the last day of the then current Interest Period therefor, over (ii) the amount of interest which would accrue on such principal amount for such period at the interest rate which such Lender would bid were it to bid, at the commencement of such period, for dollar deposits of a comparable amount and period from other banks in the Eurodollar market. A certificate of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section shall be delivered to the Borrowers and shall be conclusive absent manifest error. Borrowers shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt thereof.

SECTION 2.10 Taxes .

     (a) Any and all payments by or on account of any obligation of the Borrowers hereunder shall be made free and clear of and without deduction for any Indemnified Taxes or Other Taxes; provided , that if the Borrowers shall be required to deduct any Indemnified Taxes or Other Taxes from such payments, then (i) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section) the Agent or Lender (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrowers shall make such deductions and (iii) the Borrowers shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.

     (b) In addition, the Borrowers shall pay any Other Taxes to the relevant Governmental Authority in accordance with applicable law.

     (c) The Borrowers shall indemnify the Agent and each Lender within 10 days after written demand therefor, for the full amount of any Indemnified Taxes or Other Taxes paid by the Agent or such Lender, as the case may be, on or with respect to any payment by or on account of any obligation of the Borrower hereunder (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) and any penalties, interest and

reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Borrowers or by a Lender, or by the Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error.

     (d) As soon as practicable after any payment of Indemnified Taxes or Other Taxes by the Borrowers to a Governmental Authority, the Borrowers shall deliver to the Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Agent.

     (e) Any Foreign Lender that is entitled to an exemption from or reduction of withholding tax under the law of the jurisdiction in which the Borrowers are located, or any treaty to which such jurisdiction is a party, with respect to payments under this Agreement shall deliver to the Borrowers (with a copy to the Agent), at the time or times requested by the Borrowers, such properly completed and executed documentation prescribed by applicable law or reasonably requested by the Borrowers as will permit such payments to be made without withholding or at a reduced rate. In addition, any Lender, if requested by the Borrower or the Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrower or the Agent as will enable the Borrower or the Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements.

     (f) If the Agent or a Lender determines, in its reasonable business judgment, that it has received a refund of any Taxes or Other Taxes as to which it has been indemnified by the Borrowers or with respect to which the Borrowers has paid additional amounts pursuant to this Section 2.10 , it shall pay over such refund to the Borrowers (but only to the extent of indemnity payments made, or additional amounts paid, by the Borrowers under this Section 2.10 with respect to the Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket expenses of the Agent or such Lender and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund); provided , that the Borrowers, upon the request of the Agent or such Lender, agree to repay the amount paid over to the Borrowers (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Agent or such Lender in the event the Agent or such Lender is required to repay such refund to such Governmental Authority. This Section shall not be construed to require the Agent or any Lender to make available its tax returns (or any other information relating to its taxes which it deems confidential) to the Obligated Parties or any other person.

SECTION 2.11 Payments Generally; Pro Rata Treatment; Sharing of Set-offs .

     (a)  Repayment .

          (i) Revolving Loans . The Borrowers shall repay the outstanding principal balance of the Revolving Loans, together with all other non-contingent Obligations under the Loan Documents, including all accrued and unpaid interest thereon, on the Termination Date. The Borrowers may prepay the Revolving Loans, in whole or in part, at any time and from time to time and, subject to the terms of this Agreement, reborrow prior to the Termination Date.

          (ii) Payments . All payments to be made by the Borrowers with respect to the Loans shall be made without setoff, recoupment, or counterclaim. Unless otherwise expressly provided herein, all payments by the Borrowers shall be made to the Agent, for the account of the Lenders, to the account designated by the Agent and shall be made in Dollars and in immediately available funds, no later than 12:00 noon (Chicago, Illinois time) on the date specified herein. Any payment received by the Agent after such time shall be deemed to have been received on the following Business Day and any applicable interest or fee shall continue to accrue.

          (iii) Loan Payment Dates . Subject to the provisions set forth in the definition of Interest Period, whenever any payment is due on a day other than a Business Day, such payment shall be due on the following Business Day, and such extension of time shall in such case be included in the computation of interest or fees, as the case may be.

     (b)  Termination of Credit Facilities .

          (i) The Borrowers may terminate this Agreement upon at least five (5) Business Days prior written notice thereof to the Agent, upon (A) the payment in full of all outstanding Revolving Loans, together with accrued and unpaid interest thereon, and the cancellation and return of all outstanding Letters of Credit (or alternatively with respect to each such Letter of Credit, the furnishing to the Agent of either a Supporting Cash Deposit or a Supporting Letter of Credit as required by Section 2.03(g) ), and (B) the payment in full of all reimbursable expenses and other non-contingent Obligations under the Loan Documents together with accrued and unpaid interest thereon.

          (ii) The Borrowers may, upon five (5) Business Days written notice to the Agent (each a “ Reduction Notice ”), permanently reduce the Commitments by the minimum amount of $5,000,000 or an integral multiple of $5,000,000 in excess thereof; provided , however , that the Borrowers may not reduce the Commitments prior to the Termination Date, if, after giving effect to such reduction, the Aggregate Revolver Outstandings would exceed the Commitments as so reduced. Any Reduction Notice shall be irrevocable; provided , that any Reduction Notice may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrowers (by written notice to the Agent on or prior to the specified effective date previously provided in the applicable Reduction Notice) if such condition is not satisfied.

     (c)  LIBOR Loan Prepayments . In connection with any prepayment, if any LIBOR Loans are prepaid prior to the expiration date of the Interest Period applicable thereto, the Borrowers shall pay to the Agent, for the benefit of the Lenders, the amounts described in Section 2.11(h) ; provided , that the Borrowers shall not be required to pay the amounts described in Section 2.11(h) in connection with any Lender’s entering into an Assignment and Acceptance.

     (d)  Payments as Revolving Loans . At the election of the Agent, all payments of principal, interest, reimbursement obligations in connection with Letters of Credit, fees, premiums, reimbursable expenses (including all reimbursement for expenses pursuant to Section 2.13 ), other sums payable under the Loan Documents, and any and all amounts equal to the excess of checks and other items presented to the Bank for payment against the Funding Account or any other Deposit Account maintained by a Borrower with the Bank over the then available balance in such Funding Account or Deposit Account may be paid with the proceeds of Revolving Loans made hereunder whether made following a request for such purpose by the Borrowers pursuant to Section 2.01(b) or

pursuant to a deemed request as provided in this Section 2.11(d) . The Borrowers hereby irrevocably authorize the Agent to charge the Loan Account for the purpose of paying all amounts from time to time due under the Loan Documents (including as described in this Section 2.11(d) ) and agree that all such amounts charged shall constitute Revolving Loans (including Non-Ratable Loans and Agent Advances) and that all such Revolving Loans shall be deemed to have been requested pursuant to Section 2.01(b) .

     (e)  Apportionment, Application, and Reversal of Payments .

          (i) Principal and interest payments received by the Agent shall be apportioned ratably among the Lenders (according to the unpaid principal balance of the Loans to which such payments relate held by each Lender) and payments of the fees received by the Agent shall, as applicable, be apportioned ratably among the Lenders, except for fees payable solely to the Agent, the Bank, and the Letter of Credit Issuer and except as provided in Section 9.03(e) .

          (ii) Except as provided otherwise in this Agreement, all payments pursuant to this Agreement shall be remitted to the Agent and all such payments not relating to principal or interest of specific Loans, or not constituting payment of specific fees, and all proceeds of each Borrower’s Accounts or any other Collateral received by the Agent, shall be applied, ratably, subject to the other provisions of this Agreement, FIRST, to pay any fees, indemnities, or expense reimbursements, then due to the Agent from the Borrowers, SECOND, to pay any fees, indemnities, or expense reimbursements then due to any of the Credit Providers other than the Agent from the Borrowers, THIRD, to pay interest then due in respect of the Loans, including Non-Ratable Loans and Agent Advances, FOURTH, to pay or prepay principal of the Non-Ratable Loans and the Agent Advances, FIFTH, to pay or prepay principal of the Revolving Loans (other than the Non-Ratable Loans and the Agent Advances) and unpaid reimbursement obligations in respect of Letters of Credit, SIXTH, during the existence of a Default or an Event of Default, to pay an amount to the Agent equal to 105% of the aggregate undrawn face amount of all outstanding Letters of Credit and the aggregate amount of any unpaid reimbursement obligations in respect of Letters of Credit, to be held as cash collateral for such Obligations, SEVENTH, to pay any amounts relating to Bank Products due to the Agent or any Lender or any Affiliate of any Lender by the Borrowers, and EIGHTH, to the payment of any other Obligation. Subject to items “FIRST” through “EIGHTH” preceding, the Agent and the Lenders shall have the continuing and exclusive right to apply and reverse and reapply any and all such proceeds and payments to any portion of the Obligations. Amounts distributed with respect to any Indebtedness in respect of Bank Products shall be the lesser of the applicable Bank Product Amount last reported to Agent or the actual amount of such Indebtedness, as calculated by the methodology reported to Agent for determining the amount due. Agent shall have no obligation to calculate the amount to be distributed with respect to any Indebtedness in respect of Bank Products, but may rely upon written notice of the amount (setting forth a reasonably detailed calculation) from the relevant Credit Provider. In the absence of such notice, Agent may assume the amount to be distributed is the Bank Product Amount last reported to it.

          (iii) Notwithstanding anything to the contrary contained in this Agreement, unless so directed by the Borrowers, or unless an Event of Default is in existence, neither the Agent nor any Lender shall apply any payment which it receives to any LIBOR Loan, except (A) on the expiration date of the Interest Period applicable to any such LIBOR Loan or (B) in the event, and only to the

extent, that there are no outstanding Base Rate Loans and, in any such event, the Borrowers shall pay the LIBOR breakage losses in accordance with the terms hereof.

     (f)  Indemnity for Returned Payments . If after receipt of any payment that is applied to the payment of all or any part of the Obligations under the Loan Documents, any Credit Provider is for any reason compelled to surrender such payment or proceeds to any Person because such payment or application of proceeds is invalidated, declared fraudulent, set aside, determined to be void or voidable as a preference, impermissible setoff, or a diversion of trust funds, or for any other reason, then the Obligations under the Loan Documents or part thereof intended to be satisfied shall be revived and continued and this Agreement shall continue in full force as if such payment or proceeds had not been received by such Credit Provider and the Borrowers shall be liable to pay to the Agent for the benefit of the Credit Providers, and each Borrower hereby indemnifies the Credit Providers and holds the Credit Providers harmless for the amount of such payment or proceeds surrendered. The provisions of this Section 2.11(f) shall be and remain effective notwithstanding any release of Collateral or guarantors, cancellation or return of Loan Documents, or other contrary action that may have been taken by any Credit Provider in reliance upon such payment or application of proceeds, and any such contrary action so taken shall be without prejudice to the Credit Providers’ rights under this Agreement and the other Loan Documents and shall be deemed to have been conditioned upon such payment or application of proceeds having become final and irrevocable. The provisions of this Section 2.11(f) shall survive the termination of this Agreement.

     (g)  Agent’s and Lenders’ Books and Records; Monthly Statements . The Agent shall record the principal amount of the Loans, the undrawn face amount of all outstanding Letters of Credit, and the aggregate amount of unpaid reimbursement obligations outstanding with respect to the Letters of Credit from time to time on its books. In addition, each Lender may note the date and amount of each payment or prepayment of principal of such Lender’s Loans in its books and records. Failure by the Agent or any Lender to make any such notation shall not affect the obligations of the Borrowers with respect to the Loans or the Letters of Credit. The Borrowers agree that the Agent’s and each Lender’s books and records showing the Obligations and the transactions pursuant to this Agreement and the other Loan Documents shall be admissible in any action or proceeding arising therefrom, and shall constitute presumptive proof thereof, irrespective of whether any Obligation is also evidenced by a promissory note or other instrument. The Agent will provide to the Borrowers a monthly statement of Loans, payments, and other transactions pursuant to this Agreement. Such statement shall be deemed correct, accurate, and binding on the Borrowers and an account stated (except for reversals and reapplications of payments made as provided in Section 2.11(f) and corrections of errors discovered by the Agent), unless the Borrowers notify the Agent in writing to the contrary within 30 days after such statement is rendered. In the event a timely written notice of objections is given by the Borrowers, only the items to which exception is expressly made will be considered to be disputed by the Borrowers.

     (h)  Funding Losses . Without duplication of any amounts payable by the Borrowers pursuant to Section 2.09) , and subject to the provisions of Sections 2.05(b) and 2.11(e)(iii) , the Borrowers shall reimburse each Lender and hold each Lender harmless from any loss or expense that such Lender may sustain or incur as a consequence of:

          (i) the failure of the Borrowers to make on a timely basis any payment of principal of any LIBOR Loan; or

          (ii) the failure of the Borrowers to (A) borrow any requested LIBOR Loan, (B) continue any LIBOR Loan, or (C) convert a Base Rate Loan to a LIBOR Loan after the Borrowers have given (or are deemed to have given) a Notice of Borrowing, a Notice of Continuation/Conversion, or any telephonic notice in lieu thereof with respect thereto;

including any such loss of anticipated profit and any loss or expense arising from the liquidation or reemployment of funds obtained by such Lender to maintain its LIBOR Loans or from fees payable to terminate the deposits from which such funds were obtained. The Borrowers shall also pay any customary administrative fees, including a processing fee (the processing fee is currently Three Hundred Fifty Dollars ($350) but is subject to change from time to time by the Agent without notice), charged by the Agent or any Lender in connection with the foregoing.

SECTION 2.12 Mitigation Obligations; Replacement of Lenders .

     (a) If any Lender requests compensation under Section 2.08 , or if the Borrowers are required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.10 , then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.08 or 2.10 , as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrowers hereby agree to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

     (b) If any Lender requests compensation under Section 2.08 , or if the Borrowers are required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.10 , or if any determination described in Section 2.14 is made by the Required Lenders, or if any Lender defaults in its obligation to fund Loans hereunder, then the Borrowers may, at their sole expense and effort, upon notice to such Lender and the Agent, require such Lender (or any Lender among such Required Lenders) to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 9.05 ), all its interests, rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided , that (i) the Borrowers shall have received the prior written consent of the Agent, which consent shall not unreasonably be withheld, (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans, accrued interest thereon, accrued fees, and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrowers (in the case of all other amounts) and (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.08 or payments required to be made pursuant to Section 2.10 , such assignment will result in a reduction in such compensation or payments. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.

SECTION 2.13 Fees .

     (a)  Unused Line Fee . Subject to Section 9.14 , until the Revolving Loans have been paid in full and this Agreement and the Commitments are terminated, the Borrowers agree to pay to the Agent, for the account of the Lenders in accordance with their respective Pro Rata Shares, on the first day of each calendar quarter (commencing October 1, 2009) and on the Termination Date, an unused line fee (the “ Unused Line Fee ”), equal to (i) 1.00% per annum multiplied by the Unused Portion for any quarter in which Usage is less than or equal to 33% of the Maximum Revolver Amount, (ii) 0.75% per annum multiplied by the Unused Portion for any quarter in which Usage exceeds 33% of the Maximum Revolver Amount and is less than or equal to 66% of the Maximum Revolver Amount, (iii) 0.50% per annum multiplied by the Unused Portion for any quarter in which Usage exceeds 66% of the Maximum Revolver Amount. For purposes of this Section 2.13(a) , the “ Unused Portion ” shall mean an amount equal to the Maximum Revolver Amount less Usage; and “ Usage ” shall mean, as of the date of any determination thereof, an amount equal to the sum of: (i) the average daily aggregate amount of Revolving Loans outstanding during the immediately preceding calendar quarter (or shorter period if calculated for the first calendar quarter following the Closing Date), plus (ii) the average aggregate undrawn face amount of all outstanding Letters of Credit outstanding during such quarter (or such shorter period, if applicable), plus (iii) the average daily aggregate principal amount of any unpaid reimbursement obligations in respect of Letters of Credit during such quarter (or such shorter period, if applicable). Subject to Section 9.14 , the Unused Line Fee shall be computed on the basis of a 365/366 day year for the actual number of days elapsed. For purposes of calculating the Unused Line Fee pursuant to this Section 2.13 , any payment received by the Agent (if received prior to 12:00 noon (Chicago, Illinois time)) shall be deemed to be credited to the Borrowers’ Loan Account on the Business Day such payment is received by the Agent.

     (b)  Letter of Credit Fees and Expenses .

          (i) Subject to Section 9.14 , the Borrowers agree to pay to the Agent, for the account of the Lenders in accordance with their respective Pro Rata Shares a fee (the “ Letter of Credit Fee ”) equal to the Letter of Credit Fee Percentage, multiplied by the average undrawn face amount of each Letter of Credit issued and outstanding hereunder. The Letter of Credit Fee shall be computed (A) on the basis of a 360 day year for the actual number of days elapsed and (B) payable quarterly in arrears on the first day of each calendar quarter following any quarter in which a Letter of Credit was issued and/or in which a Letter of Credit remained outstanding and on the Termination Date.

          (ii) Subject to Section 9.14 , the Borrowers agree to pay to the Letter of Credit Issuer, for its sole benefit, (A) all reasonable out-of-pocket costs, fees, and expenses incurred by the Letter of Credit Issuer in connection with the application for, processing, issuance, renewal, extension, or amendment of any Letter of Credit and (B) a “fronting fee” in an amount equal to 0.125% of the face amount of such Letter of Credit, which fee shall be due and payable on the date of issuance, renewal, or extension of each Letter of Credit.

     (c) Fees per Fee Letter . Subject to Section 9.14 , upon the execution of this Agreement and thereafter as and when provided in the Fee Letter, Borrowers agree to pay the fees set forth in the Fee Letter.

SECTION 2.14 Inability to Determine Rate . If the Required Lenders determine that for any reason in connection with any request for a Loan or a conversion to or continuation thereof that (i) Dollar deposits are not being offered to banks in the London interbank market for the applicable amount and Interest Period of such Loan, (ii) adequate and reasonable means do not exist for determining LIBOR for any requested Interest Period with respect to a proposed LIBOR Loan, or (iii) LIBOR for any requested Interest Period with respect to a proposed LIBOR Loan or in connection with a LIBOR Loan does not adequately and fairly reflect the cost to such Lenders of funding such Loan, the Agent will promptly so notify the Borrowers and each Lender. Thereafter, the obligation of the Lenders to make or maintain LIBOR Loans shall be suspended until the Agent (upon the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, the Borrowers may revoke any pending request for a Borrowing of, conversion to or continuation of LIBOR Loans or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans in the amount specified therein.

ARTICLE III

REPRESENTATIONS AND WARRANTIES

     Each of the Borrowers and the other Obligated Parties (other than Holdings) represent and warrant to the Agent, the Security Trustee and each of the Lenders that:

SECTION 3.01 Organization; Powers . Each of the Borrowers and each of the other Obligated Parties (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (b) has all requisite power and authority to own its property and assets and to carry on its business as now conducted and as proposed to be conducted, (c) is qualified to do business in, and is in good standing in, every jurisdiction where such qualification is required, except where the failure so to qualify could not reasonably be expected to result in a Material Adverse Effect, and (d) has the power and authority to execute, deliver and perform its obligations under each of the Loan Documents and each other agreement or instrument contemplated hereby to which it is or will be a party.

SECTION 3.02 Authorization . The execution, delivery and performance by each Obligated Party of each of the Loan Documents, to which it is or will be a party and the consummation of the Transactions hereunder (a) have been duly authorized by all requisite corporate or limited liability company action and (b) will not (i) violate (A) any provision of law, statute, rule or regulation, or of the articles of organization or operating agreement or other constitutive documents or by-laws of the Obligated Parties or any Subsidiary, (B) any order of any Governmental Authority where such violation could result in a Material Adverse Effect or (C) any provision of any indenture, agreement or other instrument to which Obligated Parties or any Subsidiary is a party or by which any of them or any of their property is or may be bound where the Indebtedness or obligations with respect thereto exceeds $10,000,000 individually or in the aggregate, which violation could reasonably be expected to result in liability of any Obligated Party in an aggregate amount, together with all liabilities of any Obligated Party described in clause (ii) below and Sections 3.15 and 3.16, exceeding $60,000,000, (ii) be in conflict with, result in a breach of or constitute (alone or with notice or lapse of time or both) a default under, or give rise to any right to accelerate or to require the prepayment, repurchase or redemption of any obligation under any such indenture, agreement or other instrument, except where the Indebtedness or obligations with respect thereto are less than

$10,000,000 individually or in the aggregate, which violation could reasonably be expected to result in liability of any Obligated Party (excluding any liability otherwise accounted for in clause (i)(B) above) in an aggregate amount, together with all liabilities of any Obligated Party described in clause (i)(B) above and Sections 3.15 and 3.16 , exceeding $60,000,000 or (iii) result in the creation or imposition of any Lien upon or with respect to any property or assets now owned or hereafter acquired by Obligated Parties or any Subsidiary (other than any Lien created hereunder or under the Security Documents or the Second Lien Documents).

SECTION 3.03 Enforceability . This Agreement has been duly executed and delivered by the Borrowers and the other Obligated Parties and constitutes, and each other Loan Document when executed and delivered by each Borrower and other Obligated Party thereto will constitute, a legal, valid and binding obligation of such Obligated Party enforceable against such Obligated Party in accordance with its terms, subject to the effects of applicable bankruptcy, insolvency, moratorium, reorganization or similar laws affecting creditors’ rights generally and equitable principles of general applicability (regardless of whether such enforceability is considered in a proceeding at law or in equity).

SECTION 3.04 Governmental Approvals . No action, consent or approval of, registration or filing with or any other action by any Governmental Authority is or will be required in connection with the Transactions, except for (i) such actions, consents, approvals, registrations or filings as have been made or obtained and are in full force and effect or will be obtained in connection with the issuance of the Second Lien Notes, or (ii) where the failure to obtain, make or effect such actions, consents, approvals, registrations or filings could not reasonably be expected to result in a Material Adverse Effect.

SECTION 3.05 Financial Statements and Projections . Holdings has heretofore furnished to the Agent and Lenders its consolidated balance sheets and related consolidated statements of income, shareholders’ equity, cash flow and changes in financial condition as of and for (i) the fiscal year ended December 31, 2008, audited by and accompanied by the opinion of Ernst & Young LLP, independent public accountants, (ii) the fiscal quarter ended March 31, 2009 and (iii) the months of April, 2009 and May, 2009. Such financial statements present fairly the financial condition and results of operations and cash flows of Holdings and its consolidated Subsidiaries as of such dates and for such periods. Such balance sheets and the notes thereto disclose all material liabilities, direct or contingent, of Holdings and its consolidated Subsidiaries as of the dates thereof. Such financial statements were prepared in accordance with GAAP applied on a consistent basis.

SECTION 3.06 No Material Adverse Change . Since December 31, 2008, there has been no event or occurrence which has had or could reasonably be expected to have a Material Adverse Effect.

SECTION 3.07 Title to Properties; Possession Under Leases . Each of the Obligated Parties has good and marketable title to, or valid leasehold interests in, all its material properties and assets (including all Mortgaged Properties), except for minor defects in title that do not interfere with its ability to conduct its business as currently conducted or to utilize such properties and assets for their intended purposes. All such material properties and assets are free and clear of Liens, other than Liens expressly permitted by Section 6.02 . Without limiting the generality of the foregoing, (a)except as set forth on Schedule 3.07(a) to the Disclosure Letter, each of the Vessels owned by any of

the Obligated Parties has been duly documented under the laws of the United States in the name of the Obligated Party or the Subsidiary listed on Schedule 3.19(c) to the Disclosure Letter as the owner thereof, and no other action is necessary to establish and perfect such entities’ title to and interest in such Vessels, (b) except as set forth on Schedule 3.07(b) to the Disclosure Letter, each of the Obligated Parties and their Subsidiaries is in material compliance with all obligations under all material leases to which it is a party and all such leases are in full force and effect, and each of the Obligated Parties and their Subsidiaries enjoys peaceful and undisturbed possession under all such material leases, (c) except as set forth on Schedule 3.07(c) to the Disclosure Letter, no Obligated Party has received any notice of, nor has any knowledge of, any pending or contemplated condemnation proceeding materially and adversely affecting the Mortgaged Properties or any sale or disposition thereof in lieu of condemnation which is material to the business of the Obligated Parties, and (d) except as set forth on Schedule 3.07(d) to the Disclosure Letter, none of the Obligated Parties or any of the Subsidiaries is obligated under any right of first refusal, option or other contractual right to sell, assign or otherwise dispose of any Mortgaged Property or any interest therein. Each of the Obligated Parties owns, or is licensed to use, all trademarks, trade names, copyrights, patents and other intellectual property material to its business, and the use thereof by the Obligated Parties does not infringe upon the rights of any other person, except for any such infringements that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.

SECTION 3.08 Subsidiaries . Schedule 3.08 to the Disclosure Letter sets forth as of the date hereof a list of all Subsidiaries and the percentage ownership interest of each of the Obligated Parties therein. The shares of Equity Interests or other ownership interests so indicated on Schedule 3.08 to the Disclosure Letter are fully paid and nonassessable and are owned by the Obligated Parties, directly or indirectly, free and clear of all Liens (other than Permitted Liens) or as set forth on Schedule 3.08 to the Disclosure Letter.

SECTION 3.09 Litigation; Compliance with Laws . (a) Except as set forth on Schedule 3.09 to the Disclosure Letter, there are not any actions, suits or proceedings at law or in equity or by or before any Governmental Authority now pending or, to the knowledge of the Obligated Parties, threatened against or affecting the Obligated Parties or any Subsidiary or any business, property or rights of any such person (i) that involve any Loan Document or the Transactions or (ii) as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect, and (b) none of the Obligated Parties or any of the Subsidiaries or any of their respective material properties or assets is in violation of, nor will the continued operation of their material properties and assets as currently conducted violate, any law, rule or regulation (including any zoning, building, Environmental Law, ordinance, code or approval or any building permits) or any restrictions of record or agreements affecting the Mortgaged Properties, or is in default with respect to any judgment, writ, injunction, decree or order of any Governmental Authority, in each case, where such violation or default could reasonably be expected to result in a Material Adverse Effect.

SECTION 3.10 Agreements . (a) None of the Obligated Parties or any of the Subsidiaries is a party to any agreement or instrument or subject to any corporate restriction that has resulted or could reasonably be expected to result in a Material Adverse Effect, and (b) after giving effect to the Transactions, none of the Obligated Parties or any of the Subsidiaries is in default in any manner under any provision of any indenture or other agreement or instrument evidencing Indebtedness, or any other material agreement or instrument to which it is a party or by which it or any of its

properties or assets are or may be bound, where such default could reasonably be expected to result in a Material Adverse Effect.

SECTION 3.11 Federal Reserve Regulations . (a) None of the Obligated Parties or any of the Subsidiaries is engaged principally, or as one of its important activities, in the business of extending credit for the purpose of buying or carrying Margin Stock, and (b) no part of the proceeds of the Loans will be used, whether directly or indirectly, and whether immediately, incidentally or ultimately, for any purpose that entails a violation of, or that is inconsistent with, the provisions of the Regulations of the Board, including Regulation U or X.

SECTION 3.12 Investment Company Act . None of the Obligated Parties or any Subsidiary is an “investment company” as defined in, or subject to regulation under, the Investment Company Act of 1940.

SECTION 3.13 Tax Returns . Each of Obligated Parties and their Subsidiaries have filed or caused to be filed all Federal income tax returns and all material Federal non-income, material state, material local and material foreign tax returns and has paid or caused to be paid all taxes shown on such returns to be due and payable by it and all assessments received by it, except taxes that are being contested in good faith by appropriate proceedings and for which the Obligated Parties or such Subsidiary, as applicable, shall have set aside on its books adequate reserves.

SECTION 3.14 No Material Misstatements . No information, report, financial statement, exhibit or schedule furnished by or on behalf of the Obligated Parties to the Agent, the Security Trustee or any Lender in connection with the negotiation of any Loan Document or included therein or delivered pursuant thereto contained, contains or will contain any material misstatement of fact or omitted, omits or will omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were, are or will be made, not misleading, provided that to the extent any such information, report, financial statement, exhibit or schedule was based upon or constitutes a forecast or projection, each of the Obligated Parties represents only that it acted in good faith and utilized reasonable assumptions and due care in the preparation of such information, report, financial statement, exhibit or schedule.

SECTION 3.15 ERISA . No ERISA Event has occurred or is reasonably expected to occur that, when taken together with all other such ERISA Events for which liability is reasonably expected to occur, could reasonably be expected to result in liability of any Obligated Party in an aggregate amount exceeding $20,000,000 or, together with all liabilities of any Obligated Party described in Sections 3.02(b)(i)(C) , 3.02(b)(ii) and 3.16 , exceeding $60,000,000. Except as disclosed in Schedule 3.15 to the Disclosure Letter, the present value of all accumulated benefit obligations under all Plans in the aggregate (based on the assumptions used for purposes of Statement of Financial Accounting Standards No. 87) did not, as of the date of the most recent financial statements reflecting such amounts, exceed the fair market value of the assets of such Plan in the aggregate.

SECTION 3.16 Environmental Matters . Except as set forth in Schedule 3.16 to the Disclosure Letter, to the Obligated Parties’ knowledge: (a) the properties owned or operated by each Obligated Party and its Subsidiaries (the “ Properties ”) do not contain any Hazardous Materials in amounts or concentrations which (i) constitute, or constituted a violation of, or (ii) require Remedial Action

under Environmental Laws, which violations and required Remedial Actions, and liabilities arising therefrom, in the aggregate, could reasonably be expected to result in liability of any Obligated Party in an aggregate amount, together with all liabilities of any Obligated Party described in Sections 3.02(b)(i)(C) , 3.02(b)(ii) and 3.15 , exceeding $60,000,000, (b) the Properties and all operations of each Obligated Party and its Subsidiaries are in compliance, and in the last six years have been in compliance, with all Environmental Laws and all necessary Environmental Permits have been obtained and are in effect for operations as currently conducted, except to the extent that such non-compliance or failure to obtain any necessary permits, in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, (c) there have been no Releases or threatened Releases at, from, under or proximate to the Properties or otherwise in connection with the operations of the Obligated Parties or the Subsidiaries, which Releases or threatened Releases, in the aggregate, could reasonably be expected to result in a Material Adverse Effect, (d) none of the Obligated Parties or any of the Subsidiaries has received any written notice of an Environmental Claim in connection with the Properties or the operations of the Obligated Parties or the Subsidiaries or with regard to any person whose liabilities for environmental matters the Obligated Parties or the Subsidiaries have retained or assumed, in whole or in part, contractually, by operation of law or otherwise, which, in the aggregate, could reasonably be expected to result in a Material Adverse Effect, nor do the Obligated Parties or the Subsidiaries have reason to believe that any such notice will be received or is being threatened; and (e) Hazardous Materials have not been transported from the Properties, nor have Hazardous Materials been generated, treated, stored or disposed of at, on or under any of the Properties in a manner that could reasonably be expected to give rise to liability under any Environmental Law, nor have the Obligated Parties or the Subsidiaries retained or assumed any liability contractually, by operation of law or otherwise, with respect to the generation, treatment, storage or disposal of Hazardous Materials, which transportation, generation, treatment, storage or disposal, or retained or assumed liabilities, in the aggregate, could reasonably be expected to result in a Material Adverse Effect.

SECTION 3.17 Insurance . Schedule 3.17 to the Disclosure Letter sets forth a true, complete and correct description of all insurance maintained by the Obligated Parties or by the Obligated Parties for their Subsidiaries as of the date hereof. As of the date hereof, such insurance is in full force and effect and all premiums due and payable have been duly paid. The Obligated Parties and their Subsidiaries have insurance in such amounts and covering such risks and liabilities as are in accordance with normal industry practice.

SECTION 3.18 Security Documents . (a) The Pledge Agreement is effective to create in favor of the Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral (as defined in the Pledge Agreement) and, for so long as the Agent continues to hold such Collateral, the Pledge Agreement shall constitute a fully perfected first priority Lien on, and security interest in, all right, title and interest of the pledgors thereunder in such Collateral, in each case prior and superior in right to any other person, (b) the Security Agreement is effective to create in favor of the Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral (as defined in the Security Agreement), in each case prior and superior in right to any other person, other than with respect to Liens expressly permitted by Section 6.02 , (c) the Trademark Security Agreement filed in the United States Patent and Trademark Office constitutes (together with the financing statements filed with the Secretary of State of Delaware) a fully perfected Lien on, and security interest in, all right, title and interest of the Obligated Parties thereunder in, respectively, the registered copyrights and the registered trademarks

of the Obligated Parties, in each case which constitute Intellectual Property (as defined in the Security Agreement), and in each case prior and superior in right to any other person (it being understood that subsequent recordings in the United States Patent and Trademark Office may be necessary to perfect a lien on registered trademarks and trademark applications acquired by the Obligated Parties after the date hereof), (d) the Mortgages are effective to create in favor of the Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable Lien on all of the Obligated Parties’ right, title and interest in and to the Mortgaged Properties thereunder and the proceeds thereof, in each case prior and superior in right to any other person, other than with respect to the rights of persons pursuant to Liens expressly permitted by Section 6.02 , and (e) the Fleet Mortgages are effective to create a legal, valid and enforceable Lien on all of the Obligated Parties’ right, title and interest in and to the owned Vessels specified therein, and the proceeds thereof, in each case prior and superior in right to any other person, other than with respect to the rights of persons pursuant to Liens expressly permitted by Section 6.02 .

SECTION 3.19 Location of Real Property, Drydocks and Leased Premises and List of Vessels . (a) Schedule 3.19(a) to the Disclosure Letter lists completely and correctly as of the Closing Date all real property and drydocks owned by the Obligated Parties and the addresses thereof, other than certain real property having a book value not in excess of $500,000. The Obligated Parties own in fee all the real property set forth on Schedule 3.19(a) to the Disclosure Letter on the Closing Date; (b) Schedule 3.19(b) to the Disclosure Letter lists completely and correctly as of the Closing Date all real property and drydocks leased by the Obligated Parties and the addresses thereof, other than certain real property having a book value not in excess of $500,000. As of the Closing Date, the Obligated Parties have valid leases in all the real property and drydocks set forth on Schedule 3.19(b) to the Disclosure Letter; and (c) Schedule 3.19(c) to the Disclosure Letter lists completely and correctly as of the date hereof all Vessels owned or leased by the Obligated Parties on the Closing Date. Except as disclosed on Schedule 3.19(b) to the Disclosure Letter, as of the Closing Date there are no leases affecting any portion of the Real Estate. Each such lease is in full force and effect, and, except as disclosed on Schedule 3.19(b) to the Disclosure Letter, none of the Obligated Parties has given, nor to any of the Obligated Parties’ knowledge has it received, any uncured or unwaived notice of default with respect to any material obligation under any such lease. Each such lease is subject to no lien, charge or encumbrance other than Permitted Liens.

SECTION 3.20 Labor Matters . Except as set forth on Schedule 3.20 to the Disclosure Letter, as of the date hereof there are no strikes, lockouts or slowdowns against any of Obligated Parties or any Subsidiary pending or, to the knowledge of the Obligated Parties, threatened. The hours worked by and payments made to employees of each Obligated Party and its Subsidiaries have not been in material violation of the Fair Labor Standards Act or any other applicable Federal, state, local or foreign law dealing with such matters. All payments due from the Obligated Parties or any Subsidiary, or for which any claim may be made against the Obligated Parties or any Subsidiary, on account of wages and employee health and welfare insurance and other benefits, have been paid or accrued as a liability on the books of the Obligated Parties or such Subsidiary. The consummation of the transactions under this Agreement will not give rise to any right of termination or right of renegotiation on the part of any union under any collective bargaining agreement to which the Obligated Parties or any Subsidiary is bound.

SECTION 3.21 Solvency . Immediately after the consummation of the Transactions, (a) the fair value of the assets of each Obligated Party, at a fair valuation, will exceed its debts and liabilities, subordinated, contingent or otherwise; (b) the present fair saleable value of the property of each Obligated Party will be greater than the amount that will be required to pay the probable liability of its debts and other liabilities, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured; (c) each Obligated Party will be able to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured; and (d) each Obligated Party will not have unreasonably small capital with which to conduct the business in which it is engaged as such business is now conducted and is proposed to be conducted following the Closing Date.

SECTION 3.22 Bank Accounts . Schedule 3.22 to the Disclosure Letter contains a complete and accurate list of all bank accounts maintained by each Obligated Party as of the Closing Date with any bank or other financial institution.

SECTION 3.23 Common Enterprise . The successful operation and condition of each of the Borrowers is dependent on the continued successful performance of the functions of Borrowers as a whole and the successful operation of each of the Borrowers is dependent on the successful performance and operation of the other Borrowers. Each Borrower expects to derive benefit (and its board of directors or other governing body has determined that it may reasonably be expected to derive benefit), directly and indirectly, from successful operations of the other Borrowers. Each Borrower expects to derive benefit (and the boards of directors or other governing body of each Borrower has determined that it may reasonably be expected to derive benefit), directly and indirectly, from the credit extended by the Lenders to the Borrowers hereunder, both in their separate capacities and as members of the group of companies. Each Borrower has determined that execution, delivery, and performance of this Agreement and any other Loan Documents to be executed by such Borrower is within its purpose, will be of direct and indirect benefit to such Borrower, and is in its best interest.

ARTICLE IV

CONDITIONS OF LENDING

SECTION 4.01 Conditions Precedent to Closing . The obligation of the Lenders to make the initial Revolving Loans on the Closing Date, and the obligation of the Agent to cause the Letter of Credit Issuer to issue any Letter of Credit on the Closing Date, are subject to the following conditions precedent having been satisfied on or prior to July 7, 2009 in a manner satisfactory to the Agent, the Syndication Agent and each Lender.

     (a)  Supporting Documents . The Agent shall have received for each of the Obligated Parties:

          (i) a copy of such entity’s certificate of incorporation or formation, as amended, certified as of a recent date by the Secretary of State of the state of its incorporation or formation;

          (ii) a certificate of such Secretary of State, dated as of a recent date, as to the good standing of and, if customarily provided by such Secretary of State, payment of taxes by, that entity and as to the charter documents on file in the office of such Secretary of State; and

          (iii) a certificate of the Secretary or an Assistant Secretary of that entity dated the Closing Date certifying (A) that attached thereto is a true and complete copy of the by-laws or limited liability company agreement or operating agreement of that entity as in effect on the date of such certification, (B) that attached thereto is a true and complete copy of resolutions adopted by the Board of Directors or managers of that entity authorizing the Transactions, the execution, delivery and performance in accordance with their respective terms of this Agreement, the Loan Documents and any other documents required or contemplated hereunder or thereunder and the granting of other Liens contemplated hereby, (C) that the certificate of incorporation or formation of that entity has not been amended since the date of the last amendment thereto indicated on the certificate of the Secretary of State furnished pursuant to clause (i) above and (D) as to the incumbency and specimen signature of each officer or manager of that entity executing this Agreement and the Loan Documents or any other document delivered by it in connection herewith or therewith (such certificate to contain a certification by another officer or manager of that entity as to the incumbency and signature of the officer or manager signing the certificate referred to in this clause (iii)).

     (b)  Intercreditor Agreement . The Agent shall have received a fully executed copy of the Intercreditor Agreement, which shall be satisfactory in form and substance to the Agent and the Lenders.

     (c)  Security Agreement, Pledge Agreement, Deposit Account Control Agreements, Fleet Mortgages and Mortgages . The Obligated Parties shall have duly executed and delivered to the Agent the Security Agreement, the Trademark Security Agreement, the Pledge Agreement and each Deposit Account Control Agreement required by Agent to be delivered on or prior to the Closing Date. Each of ACL and ACLTS shall have executed and delivered the Fleet Mortgages (it being understood that, notwithstanding the filing of the Fleet Mortgages with the United States Coast Guard on the Closing Date, written evidence of the recordation with the United States Coast Guard of the Fleet Mortgage may not be available for a period of up to 180 days following the Closing Date). The Borrowers and each applicable Guarantor shall have duly executed and delivered to the Agent the Mortgages.

     (d)  Guaranty Agreement . The Guarantors shall have duly executed and delivered to the Agent the Guaranty Agreement.

     (e)  Opinion of Counsel . The Agent and Lenders shall have received the favorable written opinion of counsel to the Obligated Parties reasonably acceptable to the Agent and Lenders, dated the Closing Date, substantially in the form of Exhibit B .

     (f)  Payment of Fees . The Borrowers shall have paid to Agent, for itself, the Lenders or any other applicable Credit Provider or Person, the then unpaid balance of all accrued and unpaid costs, expenses and fees due under and pursuant to the Fee Letter and this Agreement.

     (g)  Corporate and Judicial Proceedings . All corporate and judicial proceedings and all instruments and agreements in connection with the Transactions among the Obligated Parties, the

Agent and each Lender contemplated by this Agreement shall be reasonably satisfactory in form and substance to the Agent and each Lender, and the Agent shall have received all information and copies of all documents and papers, including records of corporate and judicial proceedings, which the Agent and each Lender may have reasonably requested in connection therewith, such documents and papers where appropriate to be certified by proper corporate, governmental or judicial authorities.

     (h)  Governmental and Third Party Consents and Approvals . The Agent shall have received evidence satisfactory to it that all filings, consents, or approvals with or of the owners of any Equity Interests of any Obligated Party, any Governmental Authority, or any other third party have been made or obtained, as applicable.

     (i)  Information . The Agent and the Lenders shall have received such information as may be reasonably requested by any of them and shall be satisfied with the form, scope and substance thereof.

     (j)  Solvency . The Agent and the Lenders shall be satisfied as to the matters contained in Section 3.21 as to the solvency of the Borrowers on and as of the Closing Date (after giving effect to the consummation of the Transactions).

     (k)  Certificate as to Vessels . The Agent shall have received, in form, scope and substance satisfactory to it, a certificate of a Financial Officer certifying as to all of the Vessels that are owned by the Borrowers and the Guarantors, whether or not registered with the United States Coast Guard.

     (l)  Unused Availability . After giving effect to all Borrowings on the Closing Date and payment of all fees and expenses due hereunder, and with all of the Borrowers’ Indebtedness, liabilities, and obligations current, the Unused Availability shall not be less than $75,000,000.

     (m)  Issuance of Second Lien Notes . The Agent shall have received evidence that the Borrowers will issue contemporaneously with the execution of this Agreement not less than $175,000,000 in notional amount of Second Lien Notes on terms and conditions satisfactory to the Agent and Lenders.

     (n)  Termination of the Existing Loan Agreement . All Indebtedness of the Obligated Parties outstanding under the Existing Loan Agreement as of the Closing Date shall be paid in full, outstanding letters of credit thereunder terminated or continued as Letters of Credit under this Agreement, the Existing Loan Agreement and all commitments, including all “Revolving Loan Commitments”, thereunder (and as such term is defined therein) shall be terminated and the Liens heretofore granted by any Obligated Party in favor of the “Agent” or any “Lender” under (and as such terms are defined in) the Existing Loan Agreement shall be terminated and released.

SECTION 4.02 Conditions Precedent to Each Loan . The obligation of the Lenders to make each Loan, including the initial Loans on the Closing Date, and the obligation of the Agent to cause the Letter of Credit Issuer to issue any Letter of Credit shall be subject to the further conditions precedent that on and as of the date of any such Borrowing the following statements shall be true, and the request or deemed request by the Borrowers of any Borrowing shall be deemed to be a statement by each of the Obligated Parties to the effect set forth in clause (a), clause (b), and clause

(c) following with the same effect as the delivery to the Agent or the Security Trustee of a certificate signed by a Responsible Officer of each of the Obligated Parties, dated the date of such extension of credit, stating that:

     (a) the representations and warranties contained in this Agreement (other than Section 3.06 ) and the other Loan Documents are correct in all material respects on and as of the date of such Borrowing as though made on and as of such date, other than any such representation or warranty that relates to a specified prior date (which shall be correct on and as of such date) and except to the extent the Agent, the Security Trustee and the Lenders have been notified in writing by the Borrowers that any representation or warranty is not correct and the Majority Lenders have explicitly waived in writing the failure of such representation or warranty to be correct;

     (b) no event or circumstance exists, or would result from such Borrowing, that constitutes a Default or an Event of Default;

     (c) no event or circumstance exists, or would result from such Borrowing, that has had, or could reasonably be expected to have, a Material Adverse Effect; and

     (d) the proposed Borrowing does not exceed the Unused Availability prior to giving effect to such Borrowing;

provided , that the foregoing conditions precedent are not conditions to any Lender participating in or reimbursing the Bank or the Agent for such Lender’s Pro Rata Share of any Non-Ratable Loan or Agent Advance made in accordance with the provisions of Section 2.01(b)(ix) and Section 2.01(b)(x) .

ARTICLE V

AFFIRMATIVE COVENANTS

     From the date hereof and for so long as any Loan, Commitments or non-contingent Obligations due and payable under the Loan Documents shall remain outstanding or unpaid under this Agreement, or any Letter of Credit shall remain outstanding, the Obligated Parties agree that, unless the Majority Lenders shall otherwise consent in writing, the Obligated Parties (other than Holdings) will:

SECTION 5.01 Existence; Businesses and Properties .

     (a) Do or cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence, except as otherwise expressly permitted under Section 6.04 .

     (b) Do or cause to be done all things necessary to obtain, preserve, renew, extend and keep in full force and effect in all material respects the rights, licenses, permits, franchises, authorizations, patents, copyrights, trademarks and trade names material to the conduct of its consolidated business; maintain and operate such business in substantially the manner in which it is presently conducted and operated other than as affected by Permitted Transactions; comply in all material respects with all applicable laws, rules, regulations (including any zoning, building, Environmental Law, ordinance, code or approval or any building permits or any restrictions of

record or agreements affecting the Mortgaged Properties) and decrees and orders of any Governmental Authority, whether now in effect or hereafter enacted, except where such non-compliance could not reasonably be expected to result in a Material Adverse Effect; and, except in the case of sales, transfer or other dispositions of assets permitted pursuant to Section 6.04 or any casualty or condemnation event resulting in any Casualty Proceeds or Condemnation Proceeds being paid to any Obligated Party, at all times maintain and preserve all property material to the conduct of such business and keep in all material respects such property in good repair, working order and condition, normal wear and tear excepted, and from time to time make, or cause to be made, all needful and proper repairs, renewals, additions, improvements and replacements thereto necessary in order that the business carried on in connection therewith may be properly conducted at all times.

SECTION 5.02 Insurance .

     (a) In the case of the Obligated Parties and each Subsidiary, keep its insurable properties adequately insured at all times by financially sound and reputable insurers (including navigating risk and marine hull and machinery insurance and full form marine protection and indemnity insurance providing for aggregate annual deductible amounts for all Obligated Parties as are then consistent with or customary for (or not in excess of) companies in the same or similar business operating in the same or similar locations; maintain such other insurance, to such extent and against such risks, including fire and other risks insured against, except flood insurance which is discussed in clause (c) below, by extended coverage, in each case as is customary with companies in the same or similar businesses operating in the same or similar locations, including public liability insurance against claims for personal injury or death or property damage occurring upon, in, about or in connection with the use of any properties owned, occupied or controlled by it; and maintain such other insurance as may be required by law.

     (b) Cause all such property insurance policies to be endorsed or otherwise amended to include a “standard” or “New York” lender’s loss payable endorsement, in the form of Exhibit H , cause all such policies to provide that neither the Obligated Parties, the Agent, the Security Trustee nor any other party shall be a coinsurer thereunder; cause all such policies to contain such other provisions as the Agent and the Security Trustee may reasonably require from time to time to protect the interest of the Agent, the Security Trustee and the Lenders; cause all such policies relating to owned Vessels to include insurance in respect of each Vessel in an aggregate amount equal to the then fair market value or the book value of such Vessel, and such other provisions as the Agent and the Security Trustee may reasonably require from time to time to protect their interests; deliver to the Agent and the Security Trustee (A) a detailed report signed by independent marine insurance brokers reasonably acceptable to the Agent and the Security Trustee describing the insurance policies then carried and maintained by the Obligated Parties and each Subsidiary (including the names of the underwriters, the types of risks covered by such policies, the amount insured thereunder and the expiration date thereof) and stating that such insurance is, to such insurance broker’s knowledge, comparable to that carried by other experienced and responsible companies in the same or similar businesses operating in the same or similar locations and (B) if requested by the Agent or the Security Trustee, a copy of such policies in a form reasonably acceptable to the Agent and the Security Trustee; cause each such policy to provide that it shall not be canceled, modified or not renewed (i) by reason of nonpayment of premium upon not less than 10 days’ prior written notice thereof by the insurer to the Agent and the Security Trustee (giving the Agent and the Security Trustee the right to cure defaults in the payment of premiums) or (ii) for any other reason upon not

less than 30 days’ prior written notice thereof by the insurer to the Agent and the Security Trustee; deliver to the Agent and the Security Trustee, prior to the cancellation, modification or nonrenewal of any such policy of insurance, a detailed report signed by independent marine insurance brokers reasonably acceptable to the Agent and the Security Trustee describing such renewal or replacement policy (including the names of the underwriters, the types of risks covered by such policies, the amount insured thereunder and the expiration date thereof) together with evidence satisfactory to the Agent and the Security Trustee of payment of the premium therefor.

     (c) Notwithstanding any other provision of this Section, the Agent, the Security Trustee and the Required Lenders approve and agree that the flood insurance currently in effect is satisfactory and shall not require the Obligated Parties to acquire any additional flood insurance absent a material change in the nature of the Mortgaged Properties, taken as a whole, or if required by any regulation to which any Lender is subject.

     (d) With respect to any Mortgaged Property, carry and maintain comprehensive general liability insurance including the “broad form CGL endorsement” and coverage on an occurrence basis against claims made for personal injury (including bodily injury, death and property damage) and umbrella liability insurance against any and all claims, in no event for a combined single limit of less than $25,000,000, naming the Agent and the Security Trustee as additional insureds, on forms satisfactory to the Agent and the Security Trustee.

     (e) Notify the Agent and the Security Trustee immediately whenever any separate insurance concurrent in form or contributing in the event of loss with that required to be maintained under this Section 5.02 is taken out by any Borrower; and promptly deliver to the Agent and the Security Trustee a duplicate original copy of such policy or policies.

     (f) Without limiting the generality of the foregoing, keep the owned Vessels insured in accordance with the insurance requirements of the Fleet Mortgages.

SECTION 5.03 Obligations and Taxes . Pay and discharge promptly when due all taxes, assessments and governmental charges or levies imposed upon it or upon its income or profits or in respect of its property, before the same shall become delinquent or in default, as well as all lawful claims for labor, materials and supplies or otherwise that, if unpaid, might give rise to a Lien (other than any Lien permitted under Section 6.02 ) upon such properties or any part thereof; provided , however , that such payment and discharge shall not be required with respect to any such tax, assessment, charge, levy or claim so long as the validity or amount thereof shall be contested in good faith by appropriate proceedings and each of the Obligated Parties shall have set aside on its books adequate reserves with respect thereto in accordance with GAAP and such contest operates to suspend collection of the contested obligation, tax, assessment or charge and enforcement of a Lien and, in the case of a Mortgaged Property, there is no risk of forfeiture of such property.

SECTION 5.04 Financial Statements, Reports, etc. In the case of the Obligated Parties, deliver to the Agent, which delivery to Agent shall be deemed delivery to each of the Lenders:

     (a) within 90 days after the end of each fiscal year, Holdings’ consolidated and consolidating balance sheets and related statements of income, cash flows and members’ equity interests and/or shareholders’ equity as the case may be, showing the financial condition of Holdings

and its Subsidiaries on a consolidated and consolidating basis as of the close of such fiscal year and the results of their respective operations during such year, the consolidated and consolidating statements of Holdings shall have been audited for Holdings and its Subsidiaries by Ernst & Young LLP or other independent public accountants of recognized national standing and accompanied by an opinion of such accountants (which shall not be qualified in any material respect) and shall have been certified by a Financial Officer of Holdings to the effect that such consolidated and consolidating financial statements fairly present the financial condition and results of operations of Holdings, the Borrowers and the other Obligated Parties on a consolidated and consolidating basis in accordance with GAAP;

     (b) commencing with the first fiscal month following the Closing Date, as soon as practicable, but in no event later than 30 days after the end of each fiscal month of Holdings (other than any fiscal month which is also the end of a fiscal quarter for Holdings), monthly unaudited consolidated and consolidating balance sheets of Holdings and its Subsidiaries and related consolidated and consolidating statements of income and cash flows of the Holdings and their Subsidiaries for the prior fiscal month and the year to date, each certified by a Financial Officer of Holdings as fairly presenting the financial condition and results of operations of the Holdings and its Subsidiaries on a consolidated and consolidating basis in accordance with GAAP, subject to normal year-end audit adjustments and the absence of footnotes;

     (c) (i) concurrently with any delivery of financial statements under (a) and (b) above, a certificate of a Financial Officer (A) certifying such statements, (B) certifying that no Event of Default or event which upon notice or lapse of time or both would constitute an Event of Default has occurred, or, if such an Event of Default or event has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto and (C) setting forth computations in reasonable detail satisfactory to the Agent demonstrating compliance with the provisions of Sections 6.09 and 6.10 (regardless whether a Covenant Testing Trigger Period is then in effect), and (ii) concurrently with any delivery of financial statements under (a) above, a certificate (which certificate may be limited to accounting matters and disclaim responsibility for legal interpretations) of the accountants auditing the consolidated and consolidating financial statements delivered under (a) above certifying that, in the course of the regular audit of the business of Holdings and its Subsidiaries, such accountants have obtained no knowledge that an Event of Default under Section 6.09 or 6.10 (if applicable) has occurred and is continuing, or if, in the opinion of such accountants, such an Event of Default has occurred and is continuing, specifying the nature thereof and all relevant facts with respect thereto;

     (d) no later than February 28 of each year, commencing February 28, 2010, monthly financial projections, including consolidated balance sheets and related statements of income and cash flows, for such fiscal year;

     (e) as soon as available, but in any event (i) within fifteen (15) days after the end of each calendar month as of the end of such calendar month, and (ii) within five (5) Business Days after the end of each calendar week as of the end of such calendar week (A) during any Cash Dominion Trigger Period and (B) following the occurrence and during the continuance of an Event of Default, a Borrowing Base Certificate and supporting information in connection therewith;