121 / 2% SENIOR SECURED NOTES DUE 2017

Exhibit 4.1

COMMERCIAL BARGE LINE COMPANY

as Issuer

and

THE GUARANTORS PARTY HERETO

12 ¹ / 2 % SENIOR SECURED NOTES DUE 2017

INDENTURE

DATED AS OF JULY 7, 2009

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.

as Trustee

CROSS-REFERENCE TABLE*

TABLE OF CONTENTS

     This Indenture, dated as of July 7, 2009, is by and among Commercial Barge Line Company, a Delaware corporation (the “ Company ” or the “ Issuer ”), the Guarantors (as defined herein) and The Bank of New York Mellon Trust Company, N.A., as trustee (in such capacity and not in its individual capacity, the “ Trustee ”).

     Each party agrees as follows for the benefit of the other parties and for the equal and ratable benefit of the holders of (i) the Issuer’s 12 ¹ / 2 % Senior Secured Notes due 2017 issued on the date hereof that contain the restrictive legend in Exhibit A (the “ Initial Notes ”) , (ii) Exchange Notes issued in exchange for the Initial Notes pursuant to the Registration Rights Agreement or pursuant to an effective registration statement under the Securities Act without the restrictive legend in Exhibit A (the “Exchange Notes”) and (iii) Additional Notes issued from time to time (together with the Initial Notes and any Exchange Notes, the “ Notes ”).

ARTICLE I

DEFINITIONS AND INCORPORATION BY REFERENCE

     SECTION 1.1 Definitions .

     “ ABL Facility Collateral Agent ” means Bank of America, N.A., as administrative agent and collateral agent under the Credit Agreement, and its successors and/or assigns in such capacity.

     “ ABL Liens ” means all Liens in favor of the ABL Facility Collateral Agent on Collateral securing the ABL Obligations.

     “ ABL Obligations ” means (i) the Debt and other obligations incurred under clause (ii) of the definition of “Permitted Liens” which are secured by a Permitted Collateral Lien on the Collateral and (ii) certain Hedging Obligations and cash management obligations owed to a lender or an affiliate of a lender under the Credit Agreement and more particularly described in the Intercreditor Agreement.

     “ Acquired Debt ” means Debt of a Person (including an Unrestricted Subsidiary) existing at the time such Person becomes a Restricted Subsidiary or assumed in connection with the acquisition of assets from such Person.

     “ Additional Interest ” means all additional interest owing on the Notes pursuant to the Registration Rights Agreement.

     “ Additional Notes ” means Notes (other than the Initial Notes) issued pursuant to Article II hereof and otherwise in compliance with the provisions of this Indenture.

     “ Agent ” means any Registrar, Paying Agent, (so long as Trustee serves in such capacity) or co-registrar.

     “ Affiliate ” of any Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such Person. For the purposes of this definition, “control” when used with respect to any Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings that correspond to the foregoing. For purposes of this definition, any Person who owns at least 20% of the outstanding Voting Interests of American Commercial Lines or any of its Restricted Subsidiaries (including the Company) shall be deemed to be an affiliate of such Person.

     “ American Commercial Lines ” shall mean American Commercial Lines Inc., a Delaware corporation and any successor.

     “ Applicable Premium ” means, with respect to any Note on any applicable redemption date, the greater of:

     (1) 1.0% of the then outstanding principal amount of the Note; and

     (2) the excess of:

     (a) the present value at such redemption date of (i) the redemption price of the Note at July 15, 2013 (such redemption price being set forth in the table appearing in Section 3.7(b) plus (ii) all required interest payments due on the Note through July 15, 2013 (excluding accrued but unpaid interest), computed using a discount rate equal to the Treasury Rate as of such redemption date plus 50 basis points; over

     (b) the then outstanding principal amount of the Note.

     “ Asset Acquisition ” means:

     (i) an Investment by American Commercial Lines or any Restricted Subsidiary of American Commercial Lines (including the Company) in any other Person pursuant to which such Person shall become a Restricted Subsidiary, or shall be merged with or into American Commercial Lines or any Restricted Subsidiary; or

     (ii) the acquisition by American Commercial Lines or any Restricted Subsidiary of American Commercial Lines (including the Company) of the assets of any Person which constitute all or substantially all of the assets of such Person, any division or line of business of such Person or any other properties or assets of such Person other than in the ordinary course of business and consistent with past practices.

     “ Asset Sale ” means any transfer, conveyance, sale, lease or other disposition (including, without limitation, dispositions pursuant to any consolidation or merger) by American Commercial Lines or any of its Restricted Subsidiaries (including the Company) to any Person (other than to American Commercial Lines or one or more of its Restricted Subsidiaries) in any single transaction or series of transactions of:

     (i) Capital Interests in another Person (other than Capital Interests in American Commercial Lines or directors’ qualifying shares or shares or interests required to be held by foreign nationals pursuant to local law);

     (ii) any other property or assets (other than in the normal course of business, including any sale or other disposition of obsolete or permanently retired equipment and any sale of inventory in the ordinary course of business); provided , however , that the term “Asset Sale” shall exclude:

     (a) an issuance of Capital Interests by a Restricted Subsidiary of American Commercial Lines to American Commercial Lines, the Company or another Restricted Subsidiary;

     (b) the sale or lease of products, services or accounts receivable in the ordinary course of business or consistent with past practice (including sales of Vessels) and any sale or other disposition of damaged, worn-out or obsolete assets in the ordinary course of business;

     (c) any transaction permitted by Section 5.1 that constitutes a disposition of all or substantially all of the assets of the Company and its Restricted Subsidiaries taken as a whole;

     (d) any transfer, conveyance, sale, lease or other disposition of property or assets, the gross proceeds of which (exclusive of indemnities) do not exceed in any one or related series of transactions $5.0 million;

     (e) sales or other dispositions of cash or Eligible Cash Equivalents;

     (f) sales of interests in Unrestricted Subsidiaries;

     (g) the sale and leaseback of any assets within 180 days of the acquisition thereof;

     (h) the disposition of assets (other than Obsolete Equipment) that, in the good faith judgment of the Board of Directors of American Commercial Lines, are no longer used or useful in the business of American Commercial Lines;

     (i) a Restricted Payment or Permitted Investment that is otherwise permitted by this Indenture;

     (j) any trade-in of equipment in exchange for other equipment in the ordinary course;

     (k) the creation of a Lien (but not the sale or other disposition of the property subject to such Lien);

     (l) leases or subleases in the ordinary course of business to third persons not interfering in any material respect with the business of American Commercial Lines or any of its Restricted Subsidiaries and otherwise in accordance with the provisions of this Indenture;

     (m) any disposition by a Restricted Subsidiary to American Commercial Lines or by American Commercial Lines or a Restricted Subsidiary to a Restricted Subsidiary; provided , however , if the disposition is by a Restricted Subsidiary that is a Guarantor, then the disposition must be to a Guarantor; provided further that any disposition to American Commercial Lines shall be otherwise permitted by this Indenture;

     (n) dispositions of accounts receivable in connection with the collection or compromise thereof in the ordinary course of business and consistent with past practice;

     (o) licensing of intellectual property in accordance with industry practice in the ordinary course of business;

     (p) any transfer of accounts receivable, or a fractional undivided interest therein, by a Receivable Subsidiary in a Qualified Receivables Transaction;

     (q) sales of accounts receivable to a Receivable Subsidiary pursuant to a Qualified Receivables Transaction for the Fair Market Value thereof, including cash in an amount at least equal to 80% of the Fair Market Value thereof (for the purposes of this clause (q), Purchase Money Notes will be deemed to be cash);

     (r) any exchange of like property pursuant to Section 1031 of the Code for use or useful in a Permitted Business;

     (s) surrender contract rights or settle or release claims in the ordinary course of business or grant Liens in accordance with this Indenture;

     (t) any sales or other dispositions of Obsolete Equipment in the ordinary course of business, including scrapping of Obsolete Equipment;

     (u) transactions pursuant to the NRG Agreements;

     (v) any Sale and Leaseback Transaction permitted in accordance with the terms of this Indenture; or

     (w) any sale, transfer or other disposition of assets or property of American Commercial Lines that do not constitute Collateral owned by the Company and the Guarantors (other than American Commercial Lines) and that would not constitute a Change of Control.

     For purposes of this definition, any series of related transactions that, if effected as a single transaction, would constitute an Asset Sale, shall be deemed to be a single Asset Sale effected when the last such transaction which is a part thereof is effected.

     “ Asset Sale Offer ” means an Offer to Purchase required to be made by American Commercial Lines, the Company or another Restricted Subsidiary, as the case may be, pursuant to Section 4.10 to all Holders.

     “ Attributable Debt ” in respect of a Sale and Leaseback Transaction means, at the time of determination, the present value (discounted at the rate of interest implicit in such transaction) of the total obligations of the lessee for rental payments during the remaining term of the lease included in such Sale and Leaseback Transaction (including any period for which such lease has been or may be extended). Such present value shall be calculated using a discount rate equal to the rate of interest implicit in such transaction, determined in accordance with GAAP; provided , however , that if such Sale and Leaseback Transaction results in a Capital Lease Obligation, the amount of Debt represented thereby will be determined in accordance with the definition of “Capital Lease Obligations.”

     “ Average Life ” means, as of any date of determination, with respect to any Debt, the quotient obtained by dividing (i) the sum of the products of (x) the number of years from the date of determination to the dates of each successive scheduled principal payment (including any sinking fund or mandatory redemption payment requirements) of such Debt multiplied by (y) the amount of such principal payment by (ii) the sum of all such principal payments.

     “ Bankruptcy Code ” means Title 11, U.S. Code or any similar federal or state law for the relief of debtors.

     “ Beneficial Owner ” has the meaning assigned to such term in Rule 13d-3 and Rule 13d-5 under the Exchange Act.

     “ Board of Directors ” means (i) with respect to American Commercial Lines or any Restricted Subsidiary, its board of directors or any duly authorized committee thereof; (ii) with respect to a corporation, the board of directors of such corporation or any duly authorized committee thereof; and (iii) with respect to any other entity, the board of directors or similar body of the general partner or managers of such entity or any duly authorized committee thereof.

     “ Board Resolution ” means a copy of a resolution certified by the Secretary or an Assistant Secretary of American Commercial Lines or any Restricted Subsidiary (including the Company) to have been duly adopted by the Board of Directors, unless the context specifically requires that such resolution be adopted by a majority of the Disinterested Directors, in which case by a majority of such Disinterested Directors, and to be in full force and effect on the date of such certification and delivered to the Trustee.

     “ Business Day ” means any day other than a Legal Holiday.

     “ Capital Interests ” in any Person means any and all shares, interests (including Preferred Interests), participations or other equivalents in the equity interest (however designated) in such Person and any rights (other than Debt securities convertible into an equity interest), warrants or options to acquire an equity interest in such Person.

     “ Capital Lease Obligations ” means any obligation under a lease that is required to be capitalized for financial reporting purposes in accordance with GAAP; and the amount of Debt represented by such obligation shall be the capitalized amount of such obligations determined in accordance with GAAP; and the Stated Maturity thereof shall be the date of the last payment of rent or any other amount due under such lease prior to the first date upon which such lease may be terminated by the lessee without payment of a penalty. For purposes of Section 4.12, a Capital Lease Obligation shall be deemed secured by a Lien on the property being leased.

     “ Certificated Notes ” means Notes that are in the form of Exhibit A attached hereto.

     “ Change of Control ” means, with respect to any Person, the occurrence of any of the following events:

     (i) the acquisition by any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act), other than one or more Permitted Holders, that is or becomes the ultimate “beneficial owner” (as such term is used in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of more than 50% of the Voting Interests in such Person; provided that if such person is a group of investors which group includes one or more Permitted Holders, the shares of Voting 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 (i) is triggered; or

     (ii) during any period of two consecutive years, individuals who at the beginning of such period constituted the Board of Directors of American Commercial Lines (together with any new directors whose election by the Board of Directors or whose nomination for election by the equityholders of such Person was approved by a vote of a majority of the directors of such Person then still in office who were either directors at the beginning of such period or whose election or nomination for election was previously so approved) cease for any reason to constitute a majority of such Person’s Board of Directors then in office; provided that any directors elected or appointed to the Board of Directors to satisfy the requirements of any national securities exchange shall not be included for purposes of the foregoing determination; or

     (iii) American Commercial Lines or any Restricted Subsidiary sells, conveys, transfers or leases (either in one transaction or a series of related transactions) all or substantially all of American Commercial Lines’ and its Restricted Subsidiaries’ assets (determined on a consolidated basis) to any Person, or American Commercial Lines merges or consolidates with, a Person other than a Restricted Subsidiary of American Commercial Lines (unless the shareholders holding Voting Interests of the Company immediately prior to such merger or consolidation control in excess of 50% of the Voting Interests in the surviving Person immediately following such merger or consolidation).

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

     “ Collateral ” shall mean, collectively, all of the “Collateral” (as defined in the Security Agreement), the Mortgaged Property, the “Pledged Collateral” (as defined in the Pledge Agreement) and all other property of whatever kind and nature subject or purported to be subject from time to time to a Lien under any Security Document.

     “ Collateral Account ” means the collateral account established pursuant to this Indenture and the Security Documents.

     “ Collateral Agent ” means The Bank of New York Mellon Trust Company, N.A., in its capacity as Collateral Agent under the Security Documents together with its successors.

     “ Commission ” means the Securities and Exchange Commission and any successor thereto.

     “ Common Interests ” of any Person means Capital Interests in such Person that do not rank prior, as to the payment of dividends or as to the distribution of assets upon any voluntary or involuntary liquidation, dissolution or winding up of such Person, to Capital Interests of any other class in such Person.

     “ Company ” or “ Issuer ” has the meaning set forth in the preamble hereto until a successor replaces it in accordance with the applicable provisions of this Indenture and, thereafter, means the successor.

     “ Consolidated Cash Flow Available for Fixed Charges ” means, with respect to any Person for any period:

     (i) the sum of, without duplication, the amounts for such period, taken as a single accounting period, of:

     (a) Consolidated Net Income;

     (b) Consolidated Non-cash Charges;

     (c) Consolidated Interest Expense to the extent the same was deducted in computing Consolidated Net Income;

     (d) Consolidated Income Tax Expense (other than income tax expense (either positive or negative) attributable to extraordinary gains or losses); and

     (e) to the extent actually incurred, all one-time cash severance costs; less

     (ii) the sum of the following:

     (a) non-cash items increasing Consolidated Net Income for such period, other than (i) the accrual of revenue consistent with past practice, and (ii) reversals of prior accruals or reserves for cash items previously excluded in the calculation of Consolidated Non-cash Charges.

     “ Consolidated Fixed Charge Coverage Ratio ” means, with respect to any Person, the ratio of the aggregate amount of Consolidated Cash Flow Available for Fixed Charges of such Person for the four full fiscal quarters, treated as one period, for which financial information in respect thereof is available immediately preceding the date of the transaction (the “ Transaction Date ”) giving rise to the need to calculate the Consolidated Fixed Charge Coverage Ratio (such four full fiscal quarter period being referred to herein as the “ Four-Quarter Period ”) to the aggregate amount of Consolidated Fixed Charges of such Person for the Four-Quarter Period. For purposes of this definition, Consolidated Cash Flow Available for Fixed Charges and Consolidated Fixed Charges shall be calculated after giving effect on a pro forma basis for the period of such calculation to:

     (i) the Incurrence of any Debt (other than working capital borrowings under any revolving credit facility in the ordinary course of business) of the Company or any Restricted Subsidiary (and the application of the proceeds thereof) and any repayment of other Debt (other than working capital borrowings under any revolving credit facility in the ordinary course of business) occurring during the Four-Quarter Period or at any time subsequent to the last day of the Four-Quarter Period and on or prior to the Transaction Date, as if such Incurrence or repayment, as the case may be (and the application of the proceeds thereof), occurred on the first day of the Four-Quarter Period; and

     (ii) any Asset Sale or Asset Acquisition (including, without limitation, any Asset Acquisition giving rise to the need to make such calculation as a result of American Commercial Lines or any Restricted Subsidiary (including any Person who becomes a Restricted Subsidiary as a result of such Asset Acquisition) Incurring Acquired Debt and also including any Consolidated Cash Flow Available for Fixed Charges (including any pro forma expense and cost reductions calculated on a basis consistent with Regulation S-X under the Exchange Act) associated with any such Asset Acquisition or Asset Sale) occurring during the Four-Quarter Period or at any time subsequent to the last day of the Four-Quarter Period and on or prior to the Transaction Date, as if such Asset Sale or Asset Acquisition (including the incurrence of, or assumption or liability for, any such Debt or Acquired Debt) occurred on the first day of the Four-Quarter Period.

     In calculating Consolidated Interest Expense for purposes of determining the denominator (but not the numerator) of this Consolidated Fixed Charge Coverage Ratio:

     (a) interest on outstanding Debt determined on a fluctuating basis as of the Transaction Date and which will continue to be so determined thereafter (other than working capital borrowings under any revolving credit facility incurred in the ordinary course of business) shall be computed based upon the average daily interest on such Debt during the applicable period;

     (b) if interest on any Debt (other than working capital borrowings under any revolving credit facility incurred in the ordinary course of business) actually Incurred on the Transaction Date may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a eurocurrency interbank offered rate, or other rates, then the interest rate will be computed based upon the average daily interest on such Debt during the applicable period; and

     (c) notwithstanding clause (a) or (b) above, interest on Debt determined on a fluctuating basis, to the extent such interest is covered by agreements relating to Hedging Obligations, shall be deemed to accrue at the rate per annum resulting after giving effect to the operation of these agreements.

     “ Consolidated Fixed Charges ” means, with respect to any Person for any period, the sum of, without duplication, the amounts for such period of:

     (i) Consolidated Interest Expense; and

     (ii) the product of (a) all dividends and other distributions paid or accrued during such period in respect of Redeemable Capital Interests of such Person and its Restricted Subsidiaries, times (b) a fraction, the numerator of which is one and the denominator of which is one minus the then current combined federal, state and local statutory tax rate of such Person, expressed as a decimal, in each case, determined on a consolidated basis in accordance with GAAP.

     “ Consolidated Income Tax Expense ” means, with respect to any Person for any period, (x) if such Person is not a corporation, the Permitted Tax Payments of such Person for such period or (y) if such Person is a corporation, the provision for federal, state, local and foreign income taxes of such Person and its Restricted Subsidiaries for such period as determined on a consolidated basis in accordance with GAAP.

     “ Consolidated Interest Expense ” means, with respect to any Person for any period, without duplication, the sum of:

     (i) the interest expense of such Person and its Restricted Subsidiaries for such period as determined on a consolidated basis in accordance with GAAP, including, without limitation:

     (a) any amortization of debt discount, original issue discount, non-cash interest payments or accruals;

     (b) the net cost under non-speculative Hedging Obligations (including any amortization of discounts);

     (c) the interest portion of any deferred payment obligation;

     (d) all commissions, discounts and other fees and charges owed with respect to letters of credit, bankers’ acceptance financing or similar activities; and

     (e) all accrued interest; plus

     (ii) the interest component of Capital Lease Obligations paid, accrued and/or scheduled to be paid or accrued by such Person and its Restricted Subsidiaries during such period determined on a consolidated basis in accordance with GAAP;

     (iii) the interest expense on any Debt guaranteed by such Person and its Restricted Subsidiaries; plus

     (iv) all capitalized interest of such Person and its Restricted Subsidiaries for such period; less

     (v) interest income of such Person and its Restricted Subsidiaries for such period;

provided , however , that Consolidated Interest Expense will exclude the amortization or write off of debt issuance costs and deferred financing fees, commissions, fees and expenses.

     “ Consolidated Net Income ” means, with respect to any Person, for any period, the consolidated net income (or loss) of such Person and its Restricted Subsidiaries for such period as determined in accordance with GAAP, adjusted, to the extent included in calculating such net income, by:

     (i) excluding, without duplication

     (a) all extraordinary gains or losses (net of fees and expense relating to the transaction giving rise thereto), income, expenses or charges;

     (b) the portion of net income of such Person and its Restricted Subsidiaries allocable to minority interest in unconsolidated Persons or Investments in Unrestricted Subsidiaries to the extent that cash dividends or distributions have not actually been received by such Person or one of its Restricted Subsidiaries;

     (c) gains or losses in respect of any Asset Sales (other than any Asset Sale involving Obsolete Equipment solely for cash) after the Issue Date by such Person or one of its Restricted Subsidiaries (net of fees and expenses relating to the transaction giving rise thereto), on an after-tax basis;

     (d) the net income (loss) from any operations disposed of or discontinued after the Issue Date and any net gains or losses on such disposition or discontinuance, on an after-tax basis;

     (e) solely for purposes of determining the amount available for Restricted Payments under clause (c) of the first paragraph of Section 4.7 the net income of any Restricted Subsidiary (other than a Guarantor) or such Person to the extent that the declaration of dividends or similar distributions by that Restricted Subsidiary of that income is not at the time permitted, directly or indirectly, by operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulations applicable to that Restricted Subsidiary or its stockholders;

     (f) any gain or loss realized as a result of the cumulative effect of a change in accounting principles;

     (g) any fees and expenses, including deferred amortization and deferred financing costs, paid in connection with the issuance of the Notes and the entering into of the Credit Agreement contemplated by the Offering Memorandum (including, without limitation, ratings agency fees);

     (h) non-cash compensation expense incurred with any issuance of equity interests to an employee of such Person or any Restricted Subsidiary; and

     (i) any net after-tax gains or losses attributable to the early extinguishment of Debt; and

     (ii) including, without duplication, dividends from Persons that are not Restricted Subsidiaries actually received in cash by American Commercial Lines or any Restricted Subsidiary.

     “ Consolidated Non-cash Charges ” means, with respect to any Person for any period, the aggregate depreciation, amortization (including amortization of goodwill and other intangibles) and other non-cash charges and expenses of such Person and its Restricted Subsidiaries reducing Consolidated Net Income of such Person and its Restricted Subsidiaries for such period, determined on a consolidated basis in accordance with GAAP (excluding any such charges constituting an extraordinary item or loss and excluding any such charges constituting an extraordinary item or loss or any charge which requires an accrual of or a reserve for cash charges for any future period).

     “ Consolidated Total Debt ” means, as of any date of determination, an amount equal to the aggregate principal amount of all outstanding Debt of American Commercial Lines and its Restricted Subsidiaries (excluding (x) Hedging Obligations and (y) any undrawn letters of credit issued in the ordinary course of business).

     “ Consolidated Total Debt Ratio ” means, as of any date of determination, the ratio of (a) the Consolidated Total Debt of American Commercial Lines and its Restricted Subsidiaries on the date of determination to (b) the aggregate amount of Consolidated Cash Flow Available for Fixed Charges for the then most recent Four-Quarter Period, in each case with such pro forma adjustments to Consolidated Total Debt and Consolidated Cash Flow Available for Fixed Charges as are consistent with the pro forma adjustment provisions set forth in the definition of Consolidated Fixed Charge Coverage Ratio.

     “ Corporate Trust Office ” means the principal office of the Trustee at which at any time its corporate trust business shall be administered, which office at the date hereof is located at Two North LaSalle Street, Suite 1020, Chicago, Illinois 60602, Attention: Corporate Trust, or such other address as the Trustee may designate from time to time by written notice to the Holders and the Company, or the principal corporate trust office of any successor Trustee (or such other address as such successor Trustee may designate from time to time by notice to the Holders and the Company).

     “ Credit Agreement ” means, collectively, (x) the Company’s loan agreement, to be dated on or about the Issue Date, among the Company, American Commercial Lines and the other borrowers and guarantors named therein and Bank of America, N.A., as administrative agent and the other agents and lenders named therein and (y) any documentation in connection with a Qualified Receivables Transaction, in each case, together with all related notes, letters of credit, collateral documents, guarantees, and any other related agreements and instruments executed and delivered in connection therewith, in each case as amended, modified, supplemented, restated, refinanced, refunded or replaced in whole or in part from time to time including by or pursuant to any agreement or instrument (including indentures) that extends the maturity of any Debt thereunder, or increases the amount of available borrowings or obligations thereunder (whether pursuant to the same agreement or one or more replacement or additional agreements) ( provided that such increase is permitted under clause (i) or (xiv) of the definition of the term “Permitted Debt”), or adds Subsidiaries of American Commercial Lines as additional issuers, borrowers or guarantors thereunder, in each case with respect to such agreement or any successor or replacement agreement and whether by the same or any other agent, lender, group of lenders, purchasers or debt holders.

     “ Debt ” means at any time (without duplication), with respect to any Person, whether recourse is to all or a portion of the assets of such Person, or non-recourse, the following if and to the extent any of the foregoing items (other than clauses (iii), (vi), (vii), (viii) and (ix) below) would appear as a liability upon a balance sheet of the specified Person prepared in accordance with GAAP: (i) all indebtedness of such Person for money borrowed or for the deferred purchase price of property, excluding any trade payables or other current liabilities incurred in the normal course of business; (ii) all obligations of such Person evidenced by bonds, debentures, notes, or other similar instruments; (iii) all obligations of such Person with respect to letters of credit (other than letters of credit that are secured by cash or Eligible Cash Equivalents), bankers’ acceptances or similar facilities issued for the account of such Person; (iv) all obligations of such Person issued or assumed as the deferred purchase price of property and all indebtedness created or arising under any conditional sale or other title retention agreement with respect to property or assets acquired by such Person (even if the rights and remedies of the seller or lender under such agreement in the event of default are limited to repossession or sale of such property or assets); (v) all Capital Lease Obligations of such Person (but excluding obligations under operating leases); (vi) the maximum fixed redemption or repurchase price of Redeemable Capital Interests in such Person at the time of determination and the amount of the liquidation preference of any Preferred Interests of any Restricted Subsidiary of such Person, the principal amount of such Capital Interests to be determined in accordance with this Indenture; (vii) any net Obligations under Hedging Obligations of such Person, determined on a marked to market basis in accordance with GAAP; (viii) Attributable Debt with respect to any Sale and Leaseback Transaction to which such Person is a party; and (ix) all obligations of the types referred to in clauses (i) through (viii) of this definition of another Person and all dividends and other distributions of another Person, the payment of which, in either case, (A) such Person has Guaranteed or (B) is secured by (or the holder of such Debt or the recipient of such dividends or other distributions has an existing right, whether contingent or otherwise, to be secured by) any Lien upon the property or other assets of such Person, even though such Person has not assumed or become liable for the payment of such Debt, dividends or other distributions. For purposes of

the foregoing: (a) the maximum fixed repurchase price of any Redeemable Capital Interests that do not have a fixed repurchase price shall be calculated in accordance with the terms of such Redeemable Capital Interests as if such Redeemable Capital Interests were repurchased on any date on which Debt shall be required to be determined pursuant to this Indenture; provided , however , that if such Redeemable Capital Interests are not then permitted to be repurchased, the repurchase price shall be the book value of such Redeemable Capital Interests; (b) the amount outstanding at any time of any Debt issued with original issue discount is the principal amount of such Debt less the remaining unamortized portion of the original issue discount of such Debt at such time as determined in conformity with GAAP, but such Debt shall be deemed Incurred only as of the date of original issuance thereof; (c) the amount of any Debt described in clause (ix)(A) above shall be the maximum liability under any such Guarantee; (d) the amount of any Debt described in clause (ix)(B) above shall be the lesser of (I) the maximum amount of the obligations so secured and (II) the Fair Market Value of such property or other assets; and (e) interest, fees, premium, and expenses and additional payments, if any, will not constitute Debt.

     Notwithstanding the foregoing, in connection with the purchase by American Commercial Lines or any Restricted Subsidiary of any business, the term “Debt” will exclude (x) customary indemnification obligations and (y) post-closing payment adjustments to which the seller may become entitled to the extent such payment is determined by a final closing balance sheet or such payment is otherwise contingent; provided , however , that such amounts would not be required to be reflected on the face of a balance sheet prepared in accordance with GAAP. The amount of Debt of any Person at any date shall be the outstanding balance at such date of all unconditional obligations as described above and the maximum liability, upon the occurrence of the contingency giving rise to the obligations, of any contingent obligations at such date; provided , however , that in the case of Debt sold at a discount, the amount of such Debt at any time will be the accreted value thereof at such time.

     “ Default ” means any event that is, or after notice or passage of time, or both, would be, an Event of Default.

     “ Depositary ” means, with respect to the Notes issuable or issued in whole or in part in global form, the Person specified in Section 2.3 hereof as the Depositary with respect to the Notes, until a successor shall have been appointed and become such pursuant to Section 2.6 hereof, and, thereafter, “Depositary” shall mean or include such successor.

     “ Disinterested Director ” means, with respect to any proposed transaction between (i) American Commercial Lines or a Restricted Subsidiary (including the Company), as applicable, and (ii) an Affiliate thereof (other than American Commercial Lines or a Restricted Subsidiary), a member of the Board of Directors of American Commercial Lines or such Restricted Subsidiary, as applicable, who would not be a party to, or have a financial interest in, such transaction and is not an officer, director or employee of, and does not have a financial interest in, such Affiliate. For purposes of this definition, no person would be deemed not to be a Disinterested Director solely because such person holds Capital Interests in American Commercial Lines or the Company or is an employee of American Commercial Lines or the Company.

     “ DTC ” means The Depository Trust Company (55 Water Street, New York, New York).

     “ Eligible Bank ” means a bank or trust company that (i) is organized and existing under the laws of the United States of America, or any state, territory or possession thereof, (ii) as of the time of the making or acquisition of an Investment in such bank or trust company, has combined capital and surplus in excess of $250.0 million and (iii) the senior Debt of which is rated at least “A-2” by Moody’s or at least “A” by Standard & Poor’s.

     “ Eligible Cash Equivalents ” means any of the following Investments: (i) securities issued or directly and fully guaranteed or insured by the United States or any agency or instrumentality thereof ( provided that the full faith and credit of the United States is pledged in support thereof) maturing not more than one year after the date of acquisition; (ii) time deposits in and certificates of deposit of any Eligible Bank, provided that such Investments have a maturity date not more than two years after date of acquisition and that the Average Life of all such Investments is one year or less from the respective dates of acquisition; (iii) repurchase obligations with a term of not more than 180 days for underlying securities of the types described in clause (i) above entered into with any Eligible Bank; (iv) direct obligations issued by any state of the United States or any political subdivision or public instrumentality

thereof, provided that such Investments mature, or are subject to tender at the option of the holder thereof, within 365 days after the date of acquisition and, at the time of acquisition, have a rating of at least A from Standard & Poor’s or A-2 from Moody’s (or an equivalent rating by any other nationally recognized rating agency); (v) commercial paper of any Person other than an Affiliate of American Commercial Lines, provided that such Investments have one of the two highest ratings obtainable from either Standard & Poor’s or Moody’s and mature within 180 days after the date of acquisition; (vi) overnight and demand deposits in and bankers’ acceptances of any Eligible Bank and demand deposits in any bank or trust company to the extent insured by the Federal Deposit Insurance Corporation against the Bank Insurance Fund; (vii) money market funds substantially all of the assets of which comprise Investments of the types described in clauses (i) through (vi); and (viii) instruments equivalent to those referred to in clauses (i) through (vi) above or funds equivalent to those referred to in clause (vii) above denominated in Euros or any other foreign currency comparable in credit quality and tender to those referred to in such clauses and customarily used by corporations for cash management purposes in jurisdictions outside the United States to the extent reasonably required in connection with any business conducted by any Restricted Subsidiary organized in such jurisdiction, all as determined in good faith by American Commercial Lines.

     “ Event of Loss ” means, with respect to any property or asset (tangible or intangible, real or personal) constituting Collateral, any of the following:

     (i) any loss, destruction or damage of such property or asset;

     (ii) any institution of any proceeding for the condemnation or seizure of such property or asset or for the exercise of any right of eminent domain;

     (iii) any actual condemnation, seizure or taking by exercise of the power of eminent domain or otherwise of such property or asset, or confiscation of such property or asset or the requisition of the use of such property or asset; or

     (iv) any settlement in lieu of clauses (ii) or (iii) above.

     “ Exchange Act ” means the Securities Exchange Act of 1934, as amended.

     “ Exchange Notes ” has the meaning set forth in the preamble hereto.

     “ Excluded Assets ” means the “Excluded Property” as defined in the Security Agreement.

     “ Expiration Date ” has the meaning set forth in the definition of “Offer to Purchase.”

     “ Fair Market Value ” means (i) with respect to the consideration received or paid in any transaction or series of transactions, the fair market value thereof as determined in good faith by the Board of Directors of American Commercial Lines or (ii) in the case of an Asset Sale pursuant to the NRG Agreements, the value determined in accordance with the NRG Agreements.

     “ Fleet Mortgages ” means the Fleet Mortgages, dated as of the closing date, among each of American Commercial Lines LLC and ACL Transportation LLC, respectively, and The Bank of New York Mellon Trust Company, N.A. as collateral agent and security trustee, as amended, amended and restated or otherwise modified from time to time, and any other fleet mortgage executed by the Company or a Guarantor in favor of an agent under the Credit Agreement and The Bank of New York Mellon Trust Company, N.A., as security trustee, or any successor thereto, for the benefit of Holders of the Notes.

     “ Foreign Subsidiary ” means, with respect to any Person, any Restricted Subsidiary of such Person that is not organized or existing under the laws of the United States, any state or territory thereof or the District of Columbia and any Restricted Subsidiary of such Foreign Subsidiary.

     “ Four-Quarter Period ” has the meaning set forth in the definition of “Consolidated Fixed Charge Coverage Ratio.”

     “ GAAP ” means generally accepted accounting principles in the United States, consistently applied, as set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board, or in such other statements by such other entity as may be approved by a significant segment of the accounting profession of the United States, which are in effect on the Issue Date.

     “ General Maritime Law ” means the law related to maritime issues as developed and enforced by the Federal Courts of the United States sitting as maritime courts (as provided for in the United States Constitution) and codified by certain United States Federal statutes.

     “ Global Note Legend ” means the legend identified as such in Exhibit A hereto.

     “ Global Notes ” means the Notes in global form that are in the form of Exhibit A hereto.

     “ 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 ” means, as applied to any Debt of another Person, (i) a guarantee (other than by endorsement of negotiable instruments for collection in the normal course of business), direct or indirect, in any manner, of any part or all of such Debt, (ii) any direct or indirect obligation, contingent or otherwise, of a Person guaranteeing or having the effect of guaranteeing the Debt of any other Person in any manner and (iii) an agreement of a Person, direct or indirect, contingent or otherwise, the practical effect of which is to assure in any way the payment or performance (or payment of damages in the event of non-performance) of all or any part of such Debt of another Person (and “Guaranteed” and “Guaranteeing” shall have meanings that correspond to the foregoing).

     “ Guarantor ” means any Person that executes a Note Guarantee in accordance with the provisions of this Indenture and their respective successors and assigns.

     “ Hedging Obligations ” of any Person means the obligations of such person pursuant to any interest rate agreement, credit, commodity or equity swap, cap, floor, collar, forward transaction, physical transaction, hedge transaction, spot transaction, currency agreement or commodity agreement or any combination thereof, including, but not limited to, obligations relating to fuel prices.

     “ Holder ” means a Person in whose name a Note is registered in the Note Register.

     “ Incur ” means, with respect to any Debt or other obligation of any Person, to create, issue, incur (by conversion, exchange or otherwise), assume, Guarantee or otherwise become liable in respect of such Debt or other obligation or the recording, as required pursuant to GAAP or otherwise, of any such Debt or other obligation on the balance sheet of such Person. Debt otherwise Incurred by a Person before it becomes a Subsidiary of the Company shall be deemed to be Incurred at the time at which such Person becomes a Subsidiary of the Company. “Incurrence,” “Incurred,” “Incurrable” and “Incurring” shall have meanings that correspond to the foregoing. A Guarantee by the Company or a Restricted Subsidiary of Debt Incurred by the Company or a Restricted Subsidiary, as applicable, shall not be a separate Incurrence of Debt. In addition, the following shall not be deemed a separate Incurrence of Debt:

     (i) amortization of debt discount or accretion of principal with respect to a non-interest bearing or other discount security;

     (ii) the payment of regularly scheduled interest in the form of additional Debt of the same instrument or the payment of regularly scheduled dividends on Capital Interests in the form of additional Capital Interests of the same class and with the same terms;

     (iii) the obligation to pay a premium in respect of Debt arising in connection with the issuance of a notice of redemption or making of a mandatory offer to purchase such Debt; and

     (iv) unrealized losses or charges in respect of Hedging Obligations.

     “ Indenture ” means this Indenture, as amended or supplemented from time to time.

     “ Initial Notes ” has the meaning set forth in the preamble hereto.

     “ Initial Purchaser ” means Banc of America Securities LLC, and such other initial purchasers party to the purchase agreement entered into in connection with the offer and sale of the Notes on the Issue Date and any similar purchase agreement in connection with any Additional Notes.

     “ Intercreditor Agreement ” means the Intercreditor Agreement dated as of the Issue Date by and between the ABL Facility Collateral Agent, the Collateral Agent, the Trustee, the Issuer and the Guarantors.

     “ Investment ” by any Person means any direct or indirect loan, advance (or other extension of credit) or capital contribution to (by means of any direct or indirect transfer of cash or other property or assets to another Person or any other payments for property or services for the account or use of another Person) another Person, including, without limitation, the following: (i) the purchase or acquisition of any Capital Interest or other evidence of beneficial ownership or bonds, notes, debentures or other securities in another Person and (ii) the purchase, acquisition or Guarantee of the obligations of another Person or the issuance of a “keep-well” with respect thereto, but shall exclude: (a) accounts receivable and other extensions of trade credit on commercially reasonable terms in accordance with normal trade practices; (b) the acquisition of property and assets from suppliers and other vendors in the normal course of business; and (c) prepaid expenses and workers’ compensation, utility, lease and similar deposits, in the normal course of business. For the avoidance of doubt, any payments pursuant to any Guarantee of American Commercial Lines or any of its Restricted Subsidiaries previously incurred in compliance with this Indenture shall not be deemed to be Investments by American Commercial Lines or such Restricted Subsidiary, as the case may be.

     “ Issue Date ” means July 7, 2009.

     “ Issuer ” or “ Company ” has the meaning set forth in the preamble hereto until a successor replaces it in accordance with the applicable provisions of this Indenture and, thereafter, means the successor.

     “ Legal Holiday ” means a Saturday, a Sunday or a day on which banking institutions in The City of New York, the city in which the principal Corporate Trust Office of the Trustee is located or at a place of payment are authorized or required by law, regulation or executive order to remain closed. If a payment date in a place of payment is a Legal Holiday, payment shall be made at that place on the next succeeding day that is not a Legal Holiday, and no interest shall accrue for the intervening period.

     “ Lien ” means, with respect to any property or other asset, any mortgage, deed of trust, deed to secure debt, pledge, hypothecation, assignment, deposit arrangement, security interest, lien (statutory or otherwise), charge, easement, encumbrance or other security agreement on or with respect to such property or other asset (including, without limitation, any conditional sale or other title retention agreement having substantially the same economic effect as any of the foregoing).

     “ Mortgage ” has the meaning set forth in the Security Agreement.

     “ Mortgaged Property ” shall mean (i) the “Mortgaged Property” or “Trust Property”, as applicable, as defined in each Mortgage on real property designated as “Mortgaged Property” on Schedule D to the Purchase Agreement and (ii) each real property encumbered by a Mortgage delivered after the date hereof, if any, pursuant to the Indenture.

     “ Net Cash Proceeds ” means, with respect to Asset Sales of any Person, cash and Eligible Cash Equivalents received, net of (i) all reasonable out-of-pocket costs and expenses of such Person incurred in connection with such

a sale, including, without limitation, all legal, accounting, title and recording tax expenses, commissions and other fees and expenses incurred and all federal, state, foreign and local taxes arising in connection with such an Asset Sale that are paid or required to be accrued as a liability under GAAP by such Person; (ii) amounts provided as a reserve, in accordance with GAAP, against any liabilities under any indemnification obligations associated with such Asset Sale; (iii) all payments made by such Person on any Debt that is secured by such properties or other assets in accordance with the terms of any Lien upon or with respect to such properties or other assets or that must, by the terms of such Lien or such Debt, or in order to obtain a necessary consent to such transaction or by applicable law, be repaid to any other Person (other than the Company or a Restricted Subsidiary thereof) in connection with such Asset Sale; (iv) 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; and (v) all contractually required distributions and other payments made to minority interest holders in Restricted Subsidiaries of such Person as a result of such transaction; provided , however , that (a) in the event that any consideration for an Asset Sale (which would otherwise constitute Net Cash Proceeds) is required by (I) contract to be held in escrow pending determination of whether a purchase price adjustment will be made or (II) GAAP to be reserved against other liabilities in connection with such Asset Sale, such consideration (or any portion thereof) shall become Net Cash Proceeds only at such time as it is released to such Person from escrow or otherwise; and (b) any non-cash consideration received in connection with any transaction, which is subsequently converted to cash, shall become Net Cash Proceeds only at such time as it is so converted.

     “ Net Loss Proceeds ” means the aggregate cash proceeds received by the Company or any Guarantor in respect of any Event of Loss, including, without limitation, insurance proceeds, condemnation awards or damages awarded by any judgment, net of the direct cost in recovery of such Net Loss Proceeds (including, without limitation, legal, accounting, appraisal and insurance adjuster fees and any relocation expenses incurred as a result thereof), amounts required to be applied to the repayment of Debt secured by any Permitted Collateral Lien on the asset or assets that were the subject of such Event of Loss (other than any Lien which does not rank prior to the Note Liens), and any taxes paid or payable as a result thereof.

     “ New Vessel ” means, in the context of any Sale and Leaseback Transaction, any vessel for which construction thereof has been completed not longer than two years prior to such Sale and Leaseback Transaction.

     “ Non-Recourse Receivable Subsidiary Indebtedness ” has the meaning set forth in the definition of “Receivable Subsidiary.”

     “ Non-Guarantor Exception ” has the meaning set forth in Section 4.9.

     “ Note Custodian ” means the Trustee when serving as custodian for the Depositary with respect to the Global Notes, or any successor entity thereto.

     “ Note Guarantee ” means any guarantee of the Notes by any Guarantor pursuant to this Indenture.

     “ Note Liens ” means all Liens in favor of the Collateral Agent on Collateral securing the Note Obligations, including, without limitation, any Permitted Additional Pari Passu Obligations.

     “ Note Obligations ” means the Debt Incurred and Obligations under this Indenture, the Notes and the Security Documents.

     “ Notes ” has the meaning set forth in the preamble to this Indenture.

     “ 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 will transport certain tonnages of coal from the Powder River Basin mines in Wyoming and the Decker and Spring Creek mines in Montana 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 American Commercial Terminals LLC, American Commercial Barge Lines LLC, Louisiana Generating LLC and NRG New Roads Holdings LLC; (c) the Lease between American Commercial Terminals LLC and NRG New Roads Holdings LLC covering the Hall Street Terminal; (d) the Terminal Option Agreement between American Commercial Terminals LLC and NRG New Roads Holdings LLC; (e) the Barge and Tug Option Agreement between American Commercial Lines LLC and NRG New Roads Holdings LLC; (f) the Deed of Trust granted by American Commercial Terminals LLC to Louisiana Generating LLC and NRG New Roads Holdings LLC in respect of the Hall Street Terminal; (g) the Conditional Assignment and Assumption of Lease, between American Commercial Terminals LLC and NRG New Roads Holdings LLC with respect to leased properties comprising a portion of the Hall Street Terminal; (h) the Conditional Assignment of Inter Carrier Agreement between American Commercial Terminals LLC and NRG New Roads Holdings LLC; and (i) the Operations Side Letter Agreement between American Commercial Terminals LLC and Louisiana Generating LLC, each dated as of December 10, 2004, as amended from time to time.

     “ Obligations ” means any principal, premium, interest (including any interest accruing subsequent to the filing of a petition in bankruptcy, reorganization or similar proceeding at the rate provided for in the documentation with respect thereto, whether or not such interest is an allowed claim under applicable state, federal or foreign law), penalties, fees, indemnifications, reimbursements (including reimbursement obligations with respect to letters of credit and banker’s acceptances), damages and other liabilities, and guarantees of payment of such principal, interest, penalties, fees, indemnifications, reimbursements, damages and other liabilities, payable under the documentation governing any Debt.

     “ Obsolete Equipment ” means barges, towboats, vessels and other equipment, property or assets that, in the ordinary course of each of American Commercial Lines’ and its Restricted Subsidiaries’ business as presently conducted, are damaged, obsolete, surplus or at the end of their useful life, in each case as reasonably determined by American Commercial Lines and the Company.

     “ Offer ” has the meaning set forth in the definition of “Offer to Purchase.”

     “ Offer to Purchase ” means a written offer (the “ Offer ”) sent by the Company by first class mail, postage prepaid, to each Holder at his address appearing in the Note Register on the date of the Offer, offering to purchase up to the aggregate principal amount of Notes set forth in such Offer at the purchase price set forth in such Offer (as determined pursuant to this Indenture). Unless otherwise required by applicable law, the offer shall specify an expiration date (the “ Expiration Date ”) of the Offer to Purchase which shall be, subject to any contrary requirements of applicable law, not less than 30 days or more than 60 days after the date of mailing of such Offer and a settlement date (the “ Purchase Date ”) for purchase of Notes within five Business Days after the Expiration Date. The Company shall notify the Trustee prior to the mailing of the Offer of the Company’s obligation to make an Offer to Purchase, and the Offer shall be mailed by the Company or, at the Company’s request, by the Trustee in the name and at the expense of the Company. The Offer shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Offer to Purchase. The Offer shall also state:

     (i) the Section of this Indenture pursuant to which the Offer to Purchase is being made;

     (ii) the Expiration Date and the Purchase Date;

     (iii) the aggregate principal amount of the outstanding Notes offered to be purchased pursuant to the Offer to Purchase (including, if less than 100%, the manner by which such amount has been determined pursuant to Indenture covenants requiring the Offer to Purchase) (the “ Purchase Amount ”);

     (iv) the purchase price to be paid by the Company for each $1,000 principal amount of Notes accepted for payment (as specified pursuant to this Indenture) (the “ Purchase Price ”);

     (v) that the Holder may tender all or any portion of the Notes registered in the name of such Holder and that any portion of a Note tendered must be tendered in a minimum amount of $1,000 principal amount;

     (vi) the place or places where Notes are to be surrendered for tender pursuant to the Offer to Purchase, if applicable;

     (vii) that, unless the Company defaults in making such purchase, any Note accepted for purchase pursuant to the Offer to Purchase will cease to accrue interest on and after the Purchase Date, but that any Note not tendered or tendered but not purchased by the Company pursuant to the Offer to Purchase will continue to accrue interest at the same rate;

     (viii) that, on the Purchase Date, the Purchase Price will become due and payable upon each Note accepted for payment pursuant to the Offer to Purchase;

     (ix) that each Holder electing to tender a Note pursuant to the Offer to Purchase will be required to surrender such Note or cause such Note to be surrendered at the place or places set forth in the Offer prior to the close of business on the Expiration Date (such Note being, if the Company or the Trustee so requires, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Trustee duly executed by, the Holder thereof or his attorney duly authorized in writing);

     (x) that Holders will be entitled to withdraw all or any portion of Notes tendered if the Company (or its paying agent) receives, not later than the close of business on the Expiration Date, a facsimile transmission or letter setting forth the name of the Holder, the aggregate principal amount of the Notes the Holder tendered, the certificate number of the Note the Holder tendered and a statement that such Holder is withdrawing all or a portion of his tender;

     (xi) that (a) if Notes having an aggregate principal amount less than or equal to the Purchase Amount are duly tendered and not withdrawn pursuant to the Offer to Purchase, the Company shall purchase all such Notes and (b) if Notes having an aggregate principal amount in excess of the Purchase Amount are tendered and not withdrawn pursuant to the Offer to Purchase, the Company shall purchase Notes having an aggregate principal amount equal to the Purchase Amount on a pro rata basis (with such adjustments as may be deemed appropriate so that only Notes in denominations of $2,000 principal amount or integral multiples of $1,000 in excess thereof shall remain outstanding following such purchase); provided , however , that if holders of other Debt also tender their Debt in such Offer to Purchase pursuant to an Asset Sale, then the Trustee will select the Notes and other Permitted Additional Pari Passu Obligations to be purchased on a pro rata basis; and

     (xii) if applicable, that, in the case of any Holder whose Note is purchased only in part, the Company shall execute, and upon receipt of an Issuer Order, the Trustee shall authenticate and deliver to the Holder of such Note without service charge, a new Note or Notes, of any authorized denomination as requested by such Holder in writing, in the aggregate principal amount equal to and in exchange for the unpurchased portion of the aggregate principal amount of the Notes so tendered.

     “ Offering Memorandum ” means the Offering Memorandum related to the issuance of the Initial Notes on the Issue Date, dated July 1, 2009.

     “ Officer ” means, with respect to any Person, the Chairman of the Board, the Chief Executive Officer, the President, the Chief Operating Officer, the Chief Financial Officer, the Treasurer, any Assistant Treasurer, the Controller, the Secretary, any Assistant Secretary or any Vice-President of such Person.

     “ Officers’ Certificate ” means a certificate signed by two Officers of the Company or a Guarantor, as applicable, one of whom must be the principal executive officer, the principal financial officer or the principal accounting officer of the Company or such Guarantor, as applicable.

     “ OID Legend ” means the legend identified as such in Exhibit A hereto.

     “ Opinion of Counsel ” means an opinion reasonably acceptable to the Trustee from legal counsel. The counsel may be an employee of or counsel to American Commercial Lines, the Company or any Subsidiary of the Company.

     “ Parent Entity ” means American Commercial Lines and any future direct or indirect parent of the Company.

     “ Parent Guarantee ” means a Guarantee of the Notes by American Commercial Lines or any future Parent Entity that executes a supplemental indenture.

     “ Parent Guarantors ” means American Commercial Lines and any future Parent Entity that executes a Parent Guarantee in accordance with the terms of this Indenture.

     “ Pari Passu Liens ” means Liens securing Obligations ranking pari passu with the Notes which by their terms are intended to be secured equally and ratably with the Notes and are permitted pursuant to the applicable provisions of this Indenture and the Security Documents.

     “ Participant ” means, with respect to DTC, a Person who has an account with DTC.

     “ Paying Agent ” means any Person authorized by the Issuer to pay the principal of, premium, if any, or interest on, or redemption, purchase, retirement, defeasance, covenant defeasance or similar payment with respect to, any Notes on behalf of the Issuer.

     “ Permitted Additional Pari Passu Obligations ” means obligations under any Additional Notes or other Debt secured by the Note Liens; provided that the amount of such obligations does not exceed an amount such that immediately after giving effect to the Incurrence of such Additional Notes and Debt and the receipt and application of the proceeds therefrom, the Consolidated Total Debt Ratio of American Commercial Lines and its Restricted Subsidiaries would be less than or equal to the lesser of (x) $50.0 million and (y) 2.75:1.0; provided further that (i) the representative of such Permitted Additional Pari Passu Obligation executes a joinder agreement to the Security Agreement and any other applicable Security Documents in the form attached thereto agreeing to be bound thereby and (ii) American Commercial Lines has designated such Debt as “Permitted Additional Pari Passu Obligations” under the Security Agreement and any other applicable Security Documents.

     “ Permitted Business ” means (1) any business similar in nature to any business conducted by the Company and the Restricted Subsidiaries on the Issue Date and any business reasonably ancillary, incidental, complementary or related to the business conducted by the Company and the Restricted Subsidiaries on the Issue Date or a reasonable extension, development or expansion thereof, in each case, as determined in good faith by the Board of Directors of the Company and (2) any business which forms a part of a business (the “ Acquired Business ”) which is acquired by American Commercial Lines or any of its Restricted Subsidiaries (including, without limitation, the Company) if the primary intent of American Commercial Lines or such Restricted Subsidiary was to acquire that portion of the Acquired Business which meets the requirements of clause (1) of this definition and the portion of the Acquired Business which meets the requirements of clause (1) of this definition constitutes at least 66 2/3% of the Acquired Business and such ancillary portion of the Acquired Business is disposed of within 365 days of its acquisition.

     “ Permitted Collateral Liens ” means:

     (i) Liens securing the Notes outstanding on the Issue Date, Refinancing Indebtedness with respect to such Notes, the Guarantees relating thereto and any Obligations with respect to such Notes, Refinancing Debt and Guarantees;

     (ii) Pari Passu Liens securing Permitted Additional Pari Passu Obligations permitted to be incurred pursuant to this Indenture which Liens are granted pursuant to the provisions of the Security Documents;

     (iii) Liens existing on the Issue Date (other than Liens specified in clause (i) or (ii) above) and any extension, renewal, refinancing or replacement thereof so long as such extension, renewal, refinancing or replacement does not extend to any other property or asset and does not increase the outstanding principal amount thereof (except by the amount of any premium or fee paid or payable or original discount in connection with such extension, renewal, refinancing or replacement);

     (iv) Liens described in clauses (ii) (which Liens shall be subject to the Intercreditor Agreement), (iii), (iv), (v), (vi), (vii), (viii), (ix), (x) (but only with respect to Obligations secured by Liens described in clause (vii) referred to therein), (xi), (xii), (xiv), (xvi), (xvii), (xviii), (xix), (xx), (xxi), (xxiv), (xxv), (xxvi), (xxvii), (xxviii), (xxix) (but only with respect to Liens otherwise described in this clause (iv)) and (xxx) of the definition of “Permitted Liens”;

     (v) survey exceptions, encumbrances, easements or reservations of, or rights of others for, licenses, rights-of-way, sewers, electric lines, telegraph and telephone lines and other similar purposes, or zoning or other similar restrictions as to the use of real properties or Liens incidental to the conduct of the business of such Person or to the ownership of its properties which were not incurred in connection with Debt and which do not individually or in the aggregate materially adversely affect the value of the property affected thereby or materially impair the use of such property in the operation of the business of such Person;

     (vi) other Liens (not securing Debt) incidental to the conduct of the business of American Commercial Lines or any of its Restricted Subsidiaries, as the case may be, or the ownership of their assets which do not individually or in the aggregate materially adversely affect the value of the property affected thereby or materially impair the use of such property in the operation of the business of American Commercial Lines or its Restricted Subsidiaries; and

     (vii) Liens on the Collateral in favor of the Collateral Agent relating to Collateral Agent’s administrative expenses with respect to the Collateral.

     “ Permitted Debt ” means

     (i) Debt Incurred pursuant to any Credit Agreement in an aggregate principal amount at any one time outstanding not to exceed $400.0 million minus any amounts used to permanently repay Obligations pursuant to clause (i) of the second paragraph of Section 4.10 and clause (ii) of the first paragraph of Section 4.16;

     (ii) Debt outstanding under the Initial Notes (including any Exchange Notes pursuant to the Registration Rights Agreement but excluding any Additional Notes) and contribution, indemnification and reimbursement obligations owed by the Company or any Guarantor to any of the other of them in respect of amounts paid or payable on such Initial Notes;

     (iii) Guarantees of the Notes (and any Exchange Notes pursuant to the Registration Rights Agreement);

     (iv) Debt of American Commercial Lines or any Restricted Subsidiary outstanding at the time of the Issue Date (other than clauses (i), (ii) or (iii) above or (xvi) below);

     (v) Debt owed to and held by American Commercial Lines or a Restricted Subsidiary; provided that if such Debt is owed by the Company or a Guarantor to a Restricted Subsidiary of American Commercial Lines that is not a Guarantor, such Debt shall be subordinated to the prior payment in full of the Note Obligations;

     (vi) Guarantees Incurred by American Commercial Lines of Debt of a Restricted Subsidiary otherwise permitted to be incurred under this Indenture;

     (vii) Guarantees by any Restricted Subsidiary of Debt of American Commercial Lines or any Restricted Subsidiary, including Guarantees by any Restricted Subsidiary of Debt under the Credit Agreement, provided that (a) such Debt is Permitted Debt or is otherwise Incurred in accordance with Section 4.9 and (b) such Guarantees are subordinated to the Notes to the same extent as the Debt being guaranteed;

     (viii) Debt Incurred in respect of workers’ compensation claims, health, disability or other employee benefits, self-insurance obligations, indemnity, bid, performance, warranty, release, appeal, surety and similar bonds, letters of credit for operating purposes and completion guarantees provided or incurred (including Guarantees thereof) by American Commercial Lines or a Restricted Subsidiary in the ordinary course of business;

     (ix) Debt under Hedging Obligations entered into to protect American Commercial Lines and the Restricted Subsidiaries from fluctuations in interest rates, commodity prices and currency exchange rates and guarantees in respect thereof;

     (x) Debt of American Commercial Lines or any Restricted Subsidiary pursuant to Capital Lease Obligations and Purchase Money Debt under this clause (x), provided that the aggregate principal amount of such Debt Incurred, together with any amount Incurred pursuant to clause (xix) below, in any calendar year may not exceed $25.0 million in the aggregate;

     (xi) Debt arising from agreements of American Commercial Lines or a Restricted Subsidiary providing for indemnification, contribution, earnout, adjustment of purchase price or similar obligations, in each case, incurred or assumed in connection with the acquisition or disposition of any business, assets or Capital Interests of a Restricted Subsidiary otherwise permitted under this Indenture;

     (xii) the issuance by any of American Commercial Lines’ Restricted Subsidiaries to American Commercial Lines or to any of its Restricted Subsidiaries of shares of preferred stock; provided , however , that:

     (a) any subsequent issuance or transfer of Capital Interests that results in any such preferred stock being held by a Person other than American Commercial Lines or a Restricted Subsidiary; and

     (b) any sale or other transfer of any such preferred stock to a Person that is not either American Commercial Lines or a Restricted Subsidiary

shall be deemed, in each case, to constitute an issuance of such preferred stock by such Restricted Subsidiary that was not permitted by this clause (xii);

     (xiii) Debt arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business;

     (xiv) Debt of American Commercial Lines or any Restricted Subsidiary not otherwise permitted pursuant to this definition, in an aggregate principal amount not to exceed $25.0 million at any time outstanding, which Debt may be Incurred under a Credit Agreement;

     (xv) Refinancing Debt in respect of Debt permitted by clause (ii), (iii) or (iv) above, this clause (xv) or the first paragraph under Section 4.9;

     (xvi) Debt of the Company or any of its Restricted Subsidiaries arising from customary cash management services in connection with any automated clearinghouse transfer of funds in the ordinary course of business;

     (xvii) Debt arising from (A) Investments in Subsidiaries established in connection with financings of Vessels not to exceed $15.0 million in the aggregate outstanding at any time and (B) other similar

Investments, loans and advances in an amount at any time outstanding not to exceed $3.5 million in the aggregate outstanding at any time;

     (xviii) the Incurrence by a Receivable Subsidiary of Debt in a Qualified Receivables Transaction that is without recourse to American Commercial Lines or to any other Subsidiary of American Commercial Lines or their assets (other than such Receivable Subsidiary and its assets and, as to American Commercial Lines or any Subsidiary of American Commercial Lines, other than pursuant to representations, warranties, covenants and indemnities customary for such transactions) and is not guaranteed by any such Person;

     (xix) Debt Incurred in connection with Permitted Sale and Leaseback Transactions; and

     (xx) Guarantees by American Commercial Lines in connection with a Permitted JV Transaction that are (A) expressly subordinated in right of payment to its guarantee of the Notes, (B) have no guarantees or other credit support from any Restricted Subsidiary of American Commercial Lines (including the Company) and (C) in an aggregate principal amount not in excess of the cash proceeds received by the Company directly related to the applicable Permitted JV Transaction.

     Notwithstanding anything herein to the contrary, Debt permitted under clause (i) of this definition of “Permitted Debt” shall not constitute “Refinancing Debt” under clause (xv) of this definition of “Permitted Debt.”

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

     “ Permitted Investments ” means:

     (i) Investments in existence on the Issue Date;

     (ii) Investments required pursuant to any agreement or obligation of American Commercial Lines or a Restricted Subsidiary, in effect on the Issue Date, to make such Investments;

     (iii) Eligible Cash Equivalents;

     (iv) Investments in property and other assets, owned or used by American Commercial Lines or any Restricted Subsidiary in the operation of a Permitted Business;

     (v) (a) Investments by American Commercial Lines or any of its Restricted Subsidiaries in American Commercial Lines or any Restricted Subsidiary that is a Guarantor, (b) Investments by the Company and the Guarantors in Restricted Subsidiaries of American Commercial Lines that are not Guarantors in the ordinary course of business and (c) Investments by Restricted Subsidiaries that are not Guarantors in American Commercial Lines or any Restricted Subsidiary;

     (vi) Investments by American Commercial Lines or any Restricted Subsidiary in a Person, if as a result of such Investment (a) such Person becomes a Restricted Subsidiary or (b) such Person is merged, consolidated or amalgamated with or into, or transfers or conveys substantially all of its assets to, or is liquidated or wound-up into, American Commercial Lines or a Restricted Subsidiary;

     (vii) Hedging Obligations entered into to protect American Commercial Lines and the Restricted Subsidiaries from fluctuations in interest rates, commodity prices and currency exchange rates;

     (viii) Investments received in settlement of obligations or claims owed to American Commercial Lines or any Restricted Subsidiary and as a result of bankruptcy or insolvency proceedings or upon the foreclosure or enforcement of any Lien in favor of American Commercial Lines or any Restricted Subsidiary;

     (ix) Investments by American Commercial Lines or any Restricted Subsidiary (other than in an Affiliate) not otherwise permitted under this definition, in an aggregate amount not to exceed $25.0 million at any one time outstanding;

     (x) (A) loans and advances (including for travel and relocation) to employees in an amount not to exceed $5.0 million in the aggregate at any one time outstanding and (B) loans or advances against, and repurchases of capital stock and options of American Commercial Lines and its Restricted Subsidiaries held by management and employees in connection with any stock option, deferred compensation or similar benefit plans approved by the Board of Directors (or similar governing body) and otherwise issued in accordance with the terms of this Indenture;

     (xi) Investments the payment for which consists solely of Qualified Capital Interests of American Commercial Lines;

     (xii) any Investment in any Person to the extent such Investment represents the non-cash portion of the consideration received in connection with an Asset Sale consummated in compliance with Section 4.10 or any other disposition of property not constituting an Asset Sale;

     (xiii) payroll, travel and similar advances to cover matters that are expected at the time of such advances ultimately to be treated as expenses for accounting purposes and that are made in the ordinary course of business and consistent with past practice;

     (xiv) Guarantees by American Commercial Lines or any Restricted Subsidiary of Debt of American Commercial Lines or a Restricted Subsidiary of Debt otherwise permitted by Section 4.9;

     (xv) any Investment by American Commercial Lines or any Restricted Subsidiary in a Receivable Subsidiary or any Investment by a Receivable Subsidiary in any other Person in connection with a Qualified Receivables Transaction, so long as any Investment in a Receivable Subsidiary is in the form of a Purchase Money Note or an Investment in Capital Interests;

     (xvi) the issuance of any letter of credit or similar support for the obligations of any insurance Subsidiary in the ordinary course of business; and

     (xvii) any Investment by American Commercial Lines or any Restricted Subsidiary in connection with a joint venture on or after the Issue Date not to exceed $25.0 million in aggregate amount at any one time outstanding (measured by fair market value of such Investments as of the date made) so long as such joint venture is engaged only in a Permitted Business.

     “ Permitted JV Transaction ” means a transaction or series of simultaneous related transactions pursuant to which (1) American Commercial Lines or a Restricted Subsidiary contributes assets or property (including Capital Interests) to a joint venture in exchange for cash, property, Capital Interests or any combination of the foregoing and (2) the Company receives cash consideration equal to at least 90% of the fair market value of the contributed assets (as determined in good faith by the Company’s Board of Directors).

     “ Permitted Liens ” means:

     (i) Liens existing at the Issue Date;

     (ii) Liens that secure Obligations Incurred pursuant to clause (i) or (ix) of the definition of “Permitted Debt”, including cash management obligations and Hedging Obligations owed to a Lender or Affiliate of a Lender and described as “Bank Products” in the Intercreditor Agreement, provided that such Liens are subject to the provisions of the Intercreditor Agreement;

     (iii) any Lien for taxes or assessments or other governmental charges or levies not then due and payable (or which, if due and payable, are being contested in good faith by appropriate proceedings and

for which adequate reserves are being maintained, to the extent required by GAAP and such proceedings have the effect of preventing the forfeiture or sale of the property or assets subject to any such Lien);

     (iv) any carrier’s, warehousemen’s, materialmen’s, mechanic’s, landlord’s, repairmen’s or other similar Liens arising, in the case of such other similar Liens, in the ordinary course of business and by law for sums not then due and payable after giving effect to any applicable grace periods (or which, if due and payable, are being contested in good faith by appropriate proceedings and with respect to which adequate reserves are being maintained, to the extent required by GAAP and such proceedings have the effect of preventing the forfeiture or sale of the property or assets subject to any such Lien);

     (v) survey exceptions, encumbrances, easements or reservations of, or rights of others for, licenses, rights-of-way, sewers, electric lines, telegraph and telephone lines and other similar purposes, or zoning or other similar restrictions as to the use of real properties or Liens incidental to the conduct of the business of such Person or to the ownership of its properties which were not incurred in connection with Debt and which do not individually or in the aggregate materially adversely affect the value of American Commercial Lines or its Subsidiaries or materially impair the operation of the business of such Person;

     (vi) pledges or deposits (a) in connection with workers’ compensation, unemployment insurance and other types of statutory obligations, completion guarantees or the requirements of any official body, or (b) to secure the performance of tenders, bids, surety or performance bonds, leases, purchase, construction, sales, work in progress relating to process payment contracts for the construction of barges or servicing contracts and other similar obligations Incurred in the normal course of business consistent with industry practice; or (c) to obtain or secure obligations with respect to letters of credit, Guarantees, bonds or other sureties or assurances given in connection with the activities described in clauses (a) and (b) above, in each case not Incurred or made in connection with the borrowing of money, the obtaining of advances or credit or the payment of the deferred purchase price of property or services or imposed by ERISA or the Code in connection with a “plan” (as defined in ERISA) or (d) arising in connection with any attachment unless such Liens shall not be satisfied or discharged or stayed pending appeal within 60 days after the entry thereof or the expiration of any such stay;

     (vii) Liens on property of a Person existing at the time such Person is merged with or into or consolidated with American Commercial Lines or a Restricted Subsidiary, or becomes a Restricted Subsidiary or Liens on any property or asset prior to the acquisition thereof by the Company (and in any case not created or Incurred in anticipation of such transaction), provided that such Liens are not extended to the property and assets of American Commercial Lines and its Restricted Subsidiaries other than the property or assets acquired;

     (viii) Liens securing Debt of a Restricted Subsidiary that is a Guarantor owed to and held by American Commercial Lines or a Restricted Subsidiary that is a Guarantor thereof;

     (ix) other Liens (not securing Debt) incidental to the conduct of the business of American Commercial Lines or any of its Restricted Subsidiaries, as the case may be, or the ownership of their assets which do not individually or in the aggregate materially adversely affect the value of such assets or materially impair the operation of the business of American Commercial Lines or its Restricted Subsidiaries;

     (x) Liens to secure any permitted extension, renewal, refinancing or refunding (or successive extensions, renewals, refinancings or refundings), in whole or in part, of any Debt secured by Liens referred to in the foregoing clauses (i) and (vii); provided that such Liens do not extend to any other property or assets and the principal amount of the obligations secured by such Liens is not greater than the sum of the outstanding principal amount of the refinanced Debt plus any fees and expenses, including premiums or original issue discount related to such extension, renewal, refinancing or refunding;

     (xi) Liens in favor of customs or revenue authorities arising as a matter of law to secure payment of custom duties in connection with the importation of goods incurred in the ordinary course of business;

     (xii) licenses of intellectual property granted in the ordinary course of business;

     (xiii) Liens to secure Capital Lease Obligations permitted to be incurred pursuant to clause (x) or (xix) of the definition of “Permitted Debt”; provided that such Liens do not extend to any Collateral;

     (xiv) Liens upon specific items of inventory or other goods and proceeds of any Person securing such Person’s obligation in respect of banker’s acceptances issued or created in the ordinary course of business for the account of such Person to facilitate the purchase, shipment, or storage of such inventory or other goods;

     (xv) Liens securing Debt permitted to be Incurred pursuant to clause (x) of the definition of “Permitted Debt” to finance the construction, purchase or lease of, or repairs, improvements or additions to, property, plant or equipment of such Person; provided , however , that the Lien may not extend to any Collateral or other property owned by such Person or any of its Restricted Subsidiaries at the time the Lien is Incurred (other than assets and property affixed or appurtenant thereto and any proceeds thereof), and the Debt (other than any interest and fees thereon, or expenses incurred in connection therewith) secured by the Lien may not be Incurred more than 180 days after the later of the acquisition, completion of construction, repair, improvement, addition or commencement of full operation of the property subject to the Lien;

     (xvi) Liens on property or shares of Capital Interests of another Person at the time such other Person becomes a Subsidiary of such Person; provided , however , that (a) the Liens may not extend to any other property owned by such Person or any of its Restricted Subsidiaries (other than assets and property affixed or appurtenant thereto and proceeds thereof) and (b) such Liens are not created or incurred in connection with, or in contemplation of, such other Person becoming such a Restricted Subsidiary;

     (xvii) Liens (a) that are contractual rights of set-off (i) relating to the establishment of depository relations with banks not given in connection with the issuance of Debt, (ii) relating to pooled deposit or sweep accounts of American Commercial Lines or any of its Restricted Subsidiaries to permit satisfaction of overdraft or similar obligations and other cash management activities incurred in the ordinary course of business of American Commercial Lines and or any of its Restricted Subsidiaries or (iii) relating to purchase orders and other agreements entered into with customers of American Commercial Lines or any of its Restricted Subsidiaries in the ordinary course of business and (b) of a collection bank arising under Section 4-210 of the UCC on items in the course of collection, (Y) encumbering reasonable customary initial deposits and margin deposits and attaching to commodity trading accounts or other brokerage accounts incurred in the ordinary course of business, and (Z) in favor of banking institutions arising as a matter of law or pursuant to customary account agreements encumbering deposits (including the right of set-off) and which are within the general parameters customary in the banking industry;

     (xviii) Liens securing judgments for the payment of money not constituting an Event of Default under clause (vii) under Section 6.1 of this Indenture so long as such Liens are adequately bonded and any appropriate legal proceedings that may have been duly initiated for the review of such judgment have not been finally terminated or the period within which such proceedings may be initiated has not expired;

     (xix) Deposits made in the ordinary course of business to secure liability to insurance carriers;

     (xx) leases, subleases, licenses or sublicenses granted to others in the ordinary course of business so long as such leases, subleases, licenses or sublicenses are subordinate in all respects to the Liens granted and evidenced by the Security Documents and which do not materially interfere with the ordinary conduct of the business of American Commercial Lines or any Restricted Subsidiaries and do not secure any Debt;

     (xxi) Liens arising from UCC financing statement filings regarding operating leases entered into by American Commercial Lines or any Restricted Subsidiary in the ordinary course of business;

     (xxii) Liens on the assets of a Restricted Subsidiary that is not a Guarantor securing Debt and other obligations of such Restricted Subsidiary incurred in compliance with this Indenture (including Liens on the assets of a Receivables Subsidiary);

     (xxiii) Liens on the Collateral granted under the Security Documents in favor of the Collateral Agent to secure the Notes, the Guarantees and the Permitted Additional Pari Passu Obligations and Liens permitted under the Security Documents;

     (xxiv) Liens arising from Uniform Commercial Code financing statements filings or other applicable similar filings regarding operating leases and vessel charters entered into by American Commercial Lines and its Restricted Subsidiaries in the ordinary course of business;

     (xxv) Liens incurred in the ordinary course of business of American Commercial Lines or any Restricted Subsidiary of American Commercial Lines arising from the provision of necessaries to any Vessel pursuant to General Maritime Law of the United States and 46 U.S.C. Section 31301 et seq ., including but not limited to Vessel chartering, drydocking, maintenance, repair, refurbishment or replacement, the furnishing of supplies and fuel, payment of fuel user taxes and insurance premiums, boat stores and provisions, telephone charges, groceries and food stocks, rigging and rope, fleeting, shifting, towing, port charges, cover handling, barge cleaning, tankering and gas freeing services, to Vessels and Related Assets, repairs and improvements to Vessels and Related Assets, personal injury, and/or death occurring on a Vessel, claims for property damage and/or cargo loss or damage and crews’ wages, each known as maritime liens;

     (xxvi) Liens resulting from arrangements among the stockholders of Foreign Subsidiaries which limit or restrict the transfer of equity interests of such Foreign Subsidiaries by those stockholders to third parties;

     (xxvii) Liens for salvage and general average;

     (xxviii) Liens under the NRG Agreements;

     (xxix) any extensions, substitutions, replacements or renewals of the foregoing;

     (xxx) Liens on shares of Capital Interests of a joint venture held by the Company or any Guarantor in connection with a Permitted JV Transaction; and

     (xxxi) Liens securing Debt, as measured by principal amount, which, when taken together with the principal amount of all other Debt secured by Liens (excluding Liens permitted by clauses (i) though (xxx) above) at the time of determination, does not exceed $25.0 million in the aggregate at any one time outstanding.

     “ Permitted Sale and Leaseback Transactions ” means, individually or collectively, a Sale and Leaseback Transaction entered into by the Company or the Restricted Subsidiaries with any Person (a) upon fair and reasonable terms, with respect to any New Vessel which, individually or in the aggregate, does not exceed $50.0 million in any calendar year, and with respect to any Vessels which are not New Vessels, does not exceed $40.0 million at any time during the term of the Notes, in each case, together with any amounts Incurred pursuant to clause (x) of the definition of “Permitted Debt” or (b) that individually or in the aggregate relates to assets having a fair market value not exceeding $25.0 million.

     “ Permitted Tax Payments ” means, with respect to any Person, without duplication as to amounts and as long as such Person is a pass-through entity for U.S. federal income tax purposes, payments made to American Commercial Lines in an amount equal to the federal, state, local and foreign taxes (including any penalties and interest) that such Person would owe if such Person were a corporation for U.S. federal income tax purposes filing a consolidated or combined return with its Subsidiaries.

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

     “ Pledge Agreement ” means the pledge agreement to be dated as of the Issue Date between the Collateral Agent, the Company and the Guarantors granting, among other things, a second-priority Lien on the Capital Interests (as defined in the Pledge Agreement) subject to Permitted Collateral Liens and Permitted Liens, in each case in favor of the Collateral Agent for its benefit and for the benefit of the Trustee and the Holders of the Notes and the holders of any Permitted Additional Pari Passu Obligations, as amended, modified, restated, supplemented or replaced from time to time in accordance with its terms.

     “ Preferred Interests ,” as applied to the Capital Interests in any Person, means Capital Interests in such Person of any class or classes (however designated) that rank prior, as to the payment of dividends or as to the distribution of assets upon any voluntary or involuntary liquidation, dissolution or winding up of such Person, to shares of Common Interests in such Person.

     “ Purchase Agreement ” means the purchase agreement dated July 1, 2009 among the Company, the Guarantors and Banc of America Securities LLC, as representative of the Initial Purchasers named therein, entered into in connection with the offer and sale of the Notes on the Issue Date.

     “ Purchase Amount ” has the meaning set forth in the definition of “Offer to Purchase.”

     “ Purchase Date ” has the meaning set forth in the definition of “Offer to Purchase.”

     “ Purchase Money Debt ” means Debt (i) Incurred to finance the purchase or construction (including additions and improvements thereto) of any assets (other than Capital Interests) of such Person or any Restricted Subsidiary; and (ii) that is secured by a Lien on such assets where the lender’s sole security is to the assets so purchased or constructed (and assets or property affixed or appurtenant thereto and any proceeds thereof); and in either case that does not exceed 100% of the cost and to the extent the purchase or construction prices for such assets are or should be included in “addition to property, plant or equipment” in accordance with GAAP.

     “ Purchase Money Note ” means a promissory note of a Receivable Subsidiary to American Commercial Lines or any Restricted Subsidiary, which note must be repaid from cash available to the Receivable Subsidiary, other than amounts required to be established as reserves pursuant to agreements, amounts paid to investors in respect of interest, principal and other amounts owing to such investors and amounts paid in connection with the purchase of newly generated receivables. The repayment of a Purchase Money Note may be subordinated to the repayment of other liabilities of the Receivable Subsidiary on terms determined in good faith by the Company to be substantially consistent with market practice in connection with Qualified Receivables Transactions.

     “ Purchase Price ” has the meaning set forth in the definition of “Offer to Purchase.”

     “ Qualified Capital Interests ” in any Person means a class of Capital Interests other than Redeemable Capital Interests.

     “ Qualified Equity Offering ” means (i) an underwritten public equity offering of Qualified Capital Interests pursuant to an effective registration statement under the Securities Act yielding gross proceeds to the Company, or any direct or indirect parent company of the Company, of at least $25.0 million or (ii) a private equity offering of Qualified Capital Interests of the Company other than (x) any such public or private sale to an entity that is an Affiliate of the Company and (y) any public offerings registered on Form S-8.

     “ Qualified Receivables Transaction ” means any transaction or series of transactions entered into by American Commercial Lines or any of its Restricted Subsidiaries pursuant to which American Commercial Lines or such Restricted Subsidiary transfers to (a) a Receivable Subsidiary (in the case of a transfer by American Commercial Lines or any of its Restricted Subsidiaries) or (b) any other Person (in the case of a transfer by a Receivable Subsidiary), or grants a security interest in, any accounts receivable (whether now existing or arising in the future) of American Commercial Lines or any of its Restricted Subsidiaries, and any assets related thereto, including, without limita-

tion, all collateral securing such accounts receivable, all contracts and all Guarantees or other obligations in respect of such accounts receivable, proceeds of such accounts receivable and other assets which are customarily transferred or in respect of which security interests are customarily granted in connection with an accounts receivable financing transaction; provided such transaction is on market terms as determined in good faith by the Board of Directors of American Commercial Lines at the time American Commercial Lines or such Restricted Subsidiary enters into such transaction.

     “ Receivable Subsidiary ” means a Restricted Subsidiary of American Commercial Lines:

     (i) that is formed solely for the purpose of, and that engages in no activities other than activities in connection with, financing accounts receivable of American Commercial Lines and/or its Restricted Subsidiaries;

     (ii) that is designated by the Board of Directors of American Commercial Lines as a Receivable Subsidiary pursuant to a Board of Directors’ resolution set forth in an Officers’ Certificate and delivered to the Trustee;

     (iii) that is either (a) a Restricted Subsidiary or (b) an Unrestricted Subsidiary designated in accordance with Section 4.21;

     (iv) no portion of the Debt or any other obligation (contingent or otherwise) of which (a) is at any time Guaranteed by American Commercial Lines or any Restricted Subsidiary (excluding Guarantees of obligations (other than any Guarantee of Debt) pursuant to Standard Securitization Undertakings), (b) is at any time recourse to or obligates American Commercial Lines or any Restricted Subsidiary in any way, other than pursuant to Standard Securitization Undertakings or (c) subjects any asset of American Commercial Lines or any other Restricted Subsidiary of American Commercial Lines, directly or indirectly, contingently or otherwise, to the satisfaction thereof, other than pursuant to Standard Securitization Undertakings (such Debt, “ Non-Recourse Receivable Subsidiary Indebtedness ”);

     (v) with which neither American Commercial Lines nor any Restricted Subsidiary has any material contract, agreement, arrangement or understanding other than (a) contracts, agreements, arrangements and understandings entered into in the ordinary course of business on terms no less favorable to American Commercial Lines or such Restricted Subsidiary than those that might be obtained at the time from Persons that are not Affiliates of American Commercial Lines in connection with a Qualified Receivables Transaction as determined in good faith by the Board of Directors of American Commercial Lines, (b) fees payable in the ordinary course of business in connection with servicing accounts receivable in connection with such a Qualified Receivables Transaction as determined in good faith by the Board of Directors of American Commercial Lines and (c) any Purchase Money Note issued by such Receivable Subsidiary to American Commercial Lines or a Restricted Subsidiary; and

     (vi) with respect to which neither American Commercial Lines nor any other Restricted Subsidiary has any obligation

     (a) to subscribe for additional shares of Capital Interests therein or make any additional capital contribution or similar payment or transfer thereto except in connection with a Qualified Receivables Transaction or

     (b) to maintain or preserve the solvency or any balance sheet term, financial condition, level of income or results of operations thereof.

     “ Redeemable Capital Interests ” in any Person means any equity security of such Person that by its terms (or by terms of any security into which it is convertible or for which it is exchangeable), or otherwise (including the passage of time or the happening of an event), is required to be redeemed, is redeemable at the option of the holder thereof in whole or in part (including by operation of a sinking fund), or is convertible or exchangeable for Debt of such Person at the option of the holder thereof, in whole or in part, at any time prior to the Stated Maturity of the

Notes; provided that only the portion of such equity security which is required to be redeemed, is so convertible or exchangeable or is so redeemable at the option of the holder thereof before such date will be deemed to be Redeemable Capital Interests. Notwithstanding the preceding sentence, any equity security that would constitute Redeemable Capital Interests solely because the holders of the equity security have the right to require American Commercial Lines or its Restricted Subsidiaries to repurchase such equity security upon the occurrence of a change of control or an asset sale will not constitute Redeemable Capital Interests if the terms of such equity security provide that American Commercial Lines or such Restricted Subsidiary, as the case may be, may not repurchase or redeem any such equity security pursuant to such provisions unless such repurchase or redemption complies with Section 4.7. The amount of Redeemable Capital Interests deemed to be outstanding at any time for purposes of this Indenture will be the maximum amount that American Commercial Lines and its Restricted Subsidiaries may become obligated to pay upon the maturity of, or pursuant to any mandatory redemption provisions of, such Redeemable Capital Interests or portion thereof, exclusive of accrued dividends.

     “ Redemption Price ” when used with respect to any Note to be redeemed, means the price at which it is to be redeemed pursuant to this Indenture.

     “ Refinancing Debt ” means Debt that refunds, refinances, renews, replaces or extends any Debt permitted to be Incurred by American Commercial Lines or any Restricted Subsidiary pursuant to the terms of this Indenture, whether involving the same or any other lender or creditor or group of lenders or creditors, but only to the extent that

     (i) the Refinancing Debt is subordinated to the Notes to at least the same extent as the Debt being refunded, refinanced or extended, if such Debt was subordinated to the Notes,

     (ii) the Refinancing Debt is scheduled to mature either (a) no earlier than the Debt being refunded, refinanced or extended or (b) at least 91 days after the maturity date of the Notes,

     (iii) the Refinancing Debt has a weighted average life to maturity at the time such Refinancing Debt is Incurred that is either (a) equal to or greater than the weighted average life to maturity of the Debt being refunded, refinanced, renewed, replaced or extended or (b) at least 91 days after the maturity date of the Notes,

     (iv) such Refinancing Debt is in an aggregate principal amount that is less than or equal to the sum of (a) the aggregate principal or accreted amount (in the case of any Debt issued with original issue discount, as such) then outstanding under the Debt being refunded, refinanced, renewed, replaced or extended, (b) the amount of accrued and unpaid interest, if any, and premiums owed, if any, not in excess of preexisting prepayment provisions on such Debt being refunded, refinanced, renewed, replaced or extended and (c) the amount of reasonable and customary fees, expenses and costs related to the Incurrence of such Refinancing Debt, and

     (v) such Refinancing Debt is Incurred by the same Person (or its successor) that initially Incurred the Debt being refunded, refinanced, renewed, replaced or extended, except that (i) American Commercial Lines and any Restricted Subsidiary that is a Guarantor may Incur Refinancing Debt to refund, refinance, renew, replace or extend Debt of any Restricted Subsidiary of American Commercial Lines that is a Guarantor and (ii) any Restricted Subsidiary that is not a Guarantor may Incur Refinancing Debt to refund, refinance, renew, replace or extend Debt of any Restricted Subsidiary that is not a Guarantor.

     “ Registration Rights Agreement ” means the Registration Rights Agreement, to be dated the date of this Indenture, among the Company, the Guarantors and the Initial Purchasers and any similar agreement entered into in connection with any Additional Notes.

     “ Related Asset ” means, with respect to a Vessel, (i) any insurance policies and contracts from time to time in force with respect to such Vessel, (ii) the Capital Interests of any Restricted Subsidiary of American Commercial Lines owning such Vessel and related assets, (iii) any requisition compensation payable in respect of any compulsory acquisition thereof, (iv) any earnings derived from the use or operation thereof and/or any earnings account

with respect to such earnings, (v) any charters, operating leases and related agreements entered into in respect of such Vessel and any security or guarantee in respect of the charterer’s or lessee’s obligations under such charter, lease or agreement, (vi) any cash collateral account established with respect to such Vessel pursuant to the financing arrangement with respect thereto, (vii) any building, conversion or repair contracts relating to such Vessel and any security or guarantee in respect of the builder’s obligations under such contract and (viii) any security interest in, or agreement or assignment relating to, any of the foregoing or any mortgage in respect of such Vessel.

     “ 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.

     “ Responsible Officer ” means, when used with respect to the Trustee, any officer of the Trustee within the Corporate Trust Department (or any successor unit or department) of the Trustee assigned to the Corporate Trust Office of the Trustee and responsible for administering this Indenture, and also means, with respect to a particular corporate trust matter, any other officer to whom such matter is referred because of that officer’s knowledge of and familiarity with the particular subject and who shall have direct responsibility for the administration of this Indenture. The term “responsible officer” as used in the Section 315(b) and 315(d) of the TIA means any officer of the Trustee, including any trust officer or assistant trust officer of the Trustee or any person performing similar functions.

     “ Restricted Notes Legend ” means the legend identified as such in Exhibit A hereto.

     “ Restricted Payment ” is defined to mean any of the following:

     (i) any dividend or other distribution declared and paid on the Capital Interests in American Commercial Lines or on the Capital Interests in any Restricted Subsidiary of American Commercial Lines that are held by, or declared and paid to, any Person other than American Commercial Lines or a Restricted Subsidiary of American Commercial Lines; provided that (a) dividends, distributions or payments, in each case, made solely in Qualified Capital Interests in American Commercial Lines or any Restricted Subsidiary of American Commercial Lines; and (b) dividends or distributions payable to a Restricted Subsidiary of American Commercial Lines or to other holders of Capital Interests of a Restricted Subsidiary of American Commercial Lines on a pro rata basis shall not be “Restricted Payments”;

     (ii) any payment made by American Commercial Lines or any of its Restricted Subsidiaries to purchase, redeem, acquire or retire any Capital Interests in American Commercial Lines or any of its Restricted Subsidiaries, including any issuance of Debt, in exchange for such Capital Interests or the conversion or exchange of such Capital Interests into or for Debt other than any such Capital Interests owned by American Commercial Lines or any Restricted Subsidiary;

     (iii) any payment made by American Commercial Lines or any of its Restricted Subsidiaries (other than a payment made solely in Qualified Capital Interests in American Commercial Lines) to redeem, repurchase, defease (including an in substance or legal defeasance) or otherwise acquire or retire for value (including pursuant to mandatory repurchase covenants), (a) prior to any scheduled maturity, scheduled sinking fund or mandatory redemption payment, Debt of American Commercial Lines or any Guarantor that is subordinate (whether pursuant to its terms or by operation of law) in right of payment to the Notes or Note Guarantees (excluding any Debt owed to American Commercial Lines or any Restricted Subsidiary); except (x) payments of principal in anticipation of satisfying a sinking fund obligation or final maturity, in each case, within one year of the due date thereof and (y) any payments in respect of Debt to the extent the issuance of such Debt was a Restricted Payment and (b) any Debt which would have constituted a Restricted Payment under clause (ii) above except for the first parenthetical in such clause;

     (iv) any Investment by American Commercial Lines or a Restricted Subsidiary in any Person, other than a Permitted Investment; and

     (v) any designation of a Restricted Subsidiary as an Unrestricted Subsidiary;

provided that notwithstanding the foregoing clauses (i) through (v), any payments in respect of Debt, if such Debt was issued prior to the Issue Date or the issuance of such Debt constituted a Restricted Payment under clause (ii) above shall be deemed not to be Restricted Payments.

     “ Restricted Subsidiary ” means any Subsidiary that has not been designated as an “Unrestricted Subsidiary” in accordance with this Indenture.

     “ Sale and Leaseback Transaction ” means any direct or indirect arrangement pursuant to which property is sold or transferred by American Commercial Lines or a Restricted Subsidiary and is thereafter leased back as a capital lease by American Commercial Lines or a Restricted Subsidiary.

     “ Secured Parties ” has the meaning set forth in the Security Agreement.

     “ Securities Act ” means the Securities Act of 1933, as amended.

     “ Security Agreement ” means the security agreement to be dated as of the Issue Date between the Collateral Agent, the Company and the Guarantors, as amended, modified, restated, supplemented or replaced from time to time in accordance with its terms.

     “ Security Documents ” means the Security Agreement, the Pledge Agreement, the Fleet Mortgages, any Mortgages, deeds of trust, deeds to secure debt, the Intercreditor Agreement and all of the security agreements, pledges, collateral assignments, mortgages, deeds of trust, trust deeds or other instruments evidencing or creating or purporting to create any security interests in favor of the Collateral Agent for its benefit and for the benefit of the Trustee and the Holders of the Notes and the holders of any Permitted Additional Pari Passu Obligations, in all or any portion of the Collateral, as amended, modified, restated, supplemented or replaced from time to time.

     “ Security Interests ” means the Liens on the Collateral created by the Security Documents in favor of the Collateral Agent for its benefit and for the benefit of the Secured Parties.

     “ Security Trustee ” has the meaning set forth in Section 6.12(a) hereto.

     “ Senior Discharge Date ” has the meaning set forth in the Intercreditor Agreement.

     “ Senior Secured Note Documents ” means this Indenture, Notes, the Note Guarantees and the Security Documents.

     “ Significant Subsidiary ” has the meaning set forth in Rule 1-02 of Regulation S-X under the Securities Act and Exchange Act, but shall not include any Unrestricted Subsidiary.

     “ Standard Securitization Undertakings ” means representations, warranties, covenants and indemnities entered into by American Commercial Lines or any Restricted Subsidiary which are reasonably customary in an accounts receivable securitization transaction as determined in good faith by the Board of Directors of American Commercial Lines, including Guarantees by American Commercial Lines or any Restricted Subsidiary of any of the foregoing obligations of American Commercial Lines or a Restricted Subsidiary.

     “ Stated Maturity ,” when used with respect to (i) any Note or any installment of interest thereon, means the date specified in such Note as the fixed date on which the principal amount of such Note or such installment of interest is due and payable and (ii) any other Debt or any installment of interest thereon, means the date specified in the instrument governing such Debt as the fixed date on which the principal of such Debt or such installment of interest is due and payable.

     “ Subsidiary ” means, with respect to any Person, any corporation, limited or general partnership, trust, association or other business entity of which an aggregate of at least a majority of the outstanding Capital Interests therein is, at the time, directly or indirectly, owned by such Person and/or one or more Subsidiaries of such Person.

     “ Subsidiary Guarantor ” means any Guarantor that is not a Parent Guarantor.

     “ TIA ” means the Trust Indenture Act of 1939 (15 U.S. Code §§ 77aaa-77bbbb), as amended, as in effect on the date hereof.

     “ Total Assets ” means the total assets of American Commercial Lines and its Restricted Subsidiaries on a consolidated basis, determined in accordance with GAAP, as of the last day of the most recently ended fiscal quarter of the Company for which internal financial statements are available.

     “ Transfer Restricted Notes ” means Notes that bear or are required to bear the Restricted Notes Legend.

     “ Treasury Rate ” means with respect to the Notes, as of the applicable redemption date, the yield to maturity as of such redemption date of United States Treasury securities with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15 (519) that has become publicly available at least two Business Days prior to such redemption date (or, if such Statistical Release is no longer published, any publicly available source of similar market data)) most nearly equal to the period from such redemption date to July 15, 2013; provided , however , that if the period from such redemption date to July 15, 2013 is less than one year, the weekly average yield on actually traded United States Treasury securities adjusted to a constant maturity of one year will be used.

     “ Trust Monies ” means all cash and Eligible Cash Equivalents received by the Trustee:

     (i) upon the release of Collateral from the Lien of this Indenture or the Security Documents, including all Net Cash Proceeds and Net Loss Proceeds and all moneys received in respect of the principal of all purchase money, governmental and other obligations;

     (ii) pursuant to the Security Documents;

     (iii) as proceeds of any sale or other disposition of all or any part of the Collateral by or on behalf of the Trustee or any collection, recovery, receipt, appropriation or other realization of or from all or any part of the Collateral pursuant to this Indenture or any of the Security Documents or otherwise; or

     (iv) for application as provided in the relevant provisions of this Indenture or any Security Document or which disposition is not otherwise specifically provided for in this Indenture or in any Security Document; provided , however , that Trust Monies shall in no event include any property deposited with the Trustee for any redemption, legal defeasance or covenant defeasance of Notes, for the satisfaction and discharge of this Indenture or to pay the purchase price of Notes pursuant to an Offer to Purchase in accordance with the terms of this Indenture and shall not include any cash received or applicable by the Trustee in payment of its fees and expenses (or, prior to the Senior Discharge Date, any Collateral).

     “ Trustee ” has the meaning set forth in the preamble to this Indenture until a successor replaces it in accordance with the applicable provisions of this Indenture and, thereafter, means the successor.

     “ UCC ” means the Uniform Commercial Code (or any successor statute) as in effect from time to time in the State of New York; provided , however , that, at any time, if by reason of mandatory provisions of law, any or all of the perfection or priority of the Collateral Agent’s security interest in any item or portion of the Collateral is governed by the Uniform Commercial Code as in effect in a jurisdiction other that the State of New York, the term “UCC” shall mean the Uniform Commercial Code as in effect, at such time, in such other jurisdiction for purposes of the provisions hereof relating to such perfection or priority and for purposes of definitions relating to such provisions.

     “ Unrestricted Subsidiary ” means:

     (1) any Subsidiary designated as such by the Board of Directors of the Company in compliance with Section 4.21; and

     (2) any Subsidiary of an Unrestricted Subsidiary.

     “ Vessel ” means one or more shipping vessels whose primary purpose is the maritime transportation of cargo or which are otherwise engaged, used or useful in any business activities of American Commercial Lines and its Restricted Subsidiaries and which are owned by and registered (or to be owned by and registered) in the name of American Commercial Lines or any of its Restricted Subsidiaries or operated (or to be operated) by American Commercial Lines or any of its Restricted Subsidiaries pursuant to a charter or other operating agreement constituting a Capital Lease Obligation, in each case together with all related spares, equipment and any additions or improvements.

     “ Voting Interests ” means, with respect to any Person, securities of any class or classes of Capital Interests in such Person entitling the holders thereof generally to vote on the election of members of the Board of Directors or comparable body of such Person.

     SECTION 1.2 Other Definitions .

     SECTION 1.3 Incorporation by Reference of Trust Indenture Act .

     Whenever this Indenture refers to a provision of the TIA, the provision is incorporated by reference in, and made a part of, this Indenture.

     The following TIA term used in this Indenture has the following meaning:

     “ obligor ” on the Notes means the Issuer, the Guarantors and any successor obligor upon the Notes.

     Unless otherwise defined herein, all other terms used in this Indenture that are defined by the TIA, defined by TIA reference to another statute or defined by the Commission rule under the TIA have the meanings so assigned to them therein.

     SECTION 1.4 Rules of Construction .

     Unless the context otherwise requires:

     (1) a term has the meaning assigned to it herein;

     (2) an accounting term not otherwise defined herein has the meaning assigned to it in accordance with GAAP;

     (3) “or” is not exclusive;

     (4) words in the singular include the plural, and in the plural include the singular;

     (5) unless otherwise specified, any reference to Section or Article refers to such Section or Article of this Indenture;

     (6) provisions apply to successive events and transactions;

     (7) references to sections of or rules under the Securities Act, the Exchange Act or the TIA shall be deemed to include substitute, replacement or successor sections or rules adopted by the Commission from time to time; and

     (8) for the avoidance of doubt, any reference to “interest” shall include any Additional Interest (as defined in the Registration Rights Agreement) that may be payable.

ARTICLE II

THE NOTES

     SECTION 2.1 Form and Dating .

     The Notes and the Trustee’s certificate of authentication shall be substantially in the form of Exhibit A attached hereto. The Notes may have notations, legends or endorsements required by law, stock exchange rule or usage. Each Note shall be dated the date of its authentication. The Notes initially shall be issued only in denominations of $2,000 and any integral multiple of $1,000 in excess thereof.

     The terms and provisions contained in the Notes shall constitute, and are hereby expressly made, a part of this Indenture and the Issuer, the Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent any provision of any Note conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controlling.

     (a) The Notes shall be issued initially in the form of one or more permanent Global Notes substantially in the form of Exhibit A attached hereto and shall be deposited on behalf of the purchasers of the Notes represented thereby with the Trustee as custodian for the Depositary, and registered in the name of the Depositary or a nominee of the Depositary, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided.

     Each Global Note shall represent such of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate amount of outstanding Notes from time to time endorsed thereon and that the aggregate amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges, redemptions and transfers of interests. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the amount of outstanding Notes represented thereby shall be made by the Trustee or the Note Custodian, at the direction of the Trustee, in accordance with written instructions given by the Holder thereof as required by Section 2.6 hereof.

     Except as set forth in Section 2.6 hereof, the Global Notes may be transferred, in whole and not in part, only to another nominee of the Depositary or to a successor of the Depositary or its nominee.

     (b) The Initial Notes are being issued by the Issuer only (i) to “qualified institutional buyers” (as defined in Rule 144A under the Securities Act (“ Rule 144A ”)) (“ QIBs ”) or (ii) in reliance on Regulation S under the Securities Act (“ Regulation S ”). After such initial offers, Initial Notes that are Transfer Restricted Notes may be transferred to QIBs, in reliance on Rule 144A, outside the United States pursuant to Regulation S or to the Company, in accordance with Section 2.16. Initial Notes that are offered in reliance on Rule 144A shall be issued in the form of one or more permanent Global Notes substantially in the form set forth in Exhibit A (the “ QIB Global Note ”) deposited with the Trustee, as Notes Custodian, duly executed by the Company and authenticated by the Trustee as hereinafter provided. Initial Notes that are offered in offshore transactions in reliance on Regulation S shall be issued in the form of one or more Global Notes substantially in the form set forth in Exhibit A (the “ Regulation S Global Note ”) deposited with the Trustee, as Notes Custodian, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The QIB Global Note and the Regulation S Global Note shall each be issued with separate CUSIP numbers. The aggregate principal amount of each Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as Notes Custodian. Transfers of Notes between QIBs and to or by purchasers pursuant to Regulation S shall be represented by appropriate increases and decreases to the respective amounts of the appropriate Global Notes, as more fully provided in Section 2.16.

     (c) Section 2.1(b) shall apply only to Global Notes deposited with or on behalf of the Depositary.

     The Issuer shall execute and the Trustee shall, upon receipt of an Issuer Order, in accordance with Section 2.1(b) and Section 2.2, authenticate and deliver the Global Notes that (i) shall be registered in the name of the Depositary or the nominee of the Depositary and (ii) shall be delivered by the Trustee to the Depositary or pursuant to the Depositary’s instructions or held by the Trustee as custodian for the Depositary.

     The Trustee shall have no responsibility or obligation to any Holder, any member of (or a participant in) DTC or any other Person with respect to the accuracy of the records of DTC (or its nominee) or of any participant or member thereof, with respect to any ownership interest in the Notes or with respect to the delivery of any notice (including any notice of redemption) or the payment of any amount or delivery of any Notes (or other security or property) under or with respect to the Notes. The Trustee may rely (and shall be fully protected in relying) upon information furnished by DTC with respect to its members, participants and any Beneficial Owners in the Notes.

     (d) Notes issued in certificated form, including Global Notes, shall be substantially in the form of Exhibit A attached hereto.

     (e) Each Note issued hereunder that has more than a de minimis amount of original issue discount for U.S. federal income tax purposes shall bear the OID Legend in substantially the form set forth in Exhibit A .

     SECTION 2.2 Execution and Authentication .

     An Officer shall sign the Notes for the Issuer by manual or facsimile signature.

     If an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticated, the Note shall nevertheless be valid.

     A Note shall not be valid until authenticated by the manual or facsimile signature of an authorized signatory of the Trustee. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture.

     The Trustee shall, upon a written order of the Issuer signed by one Officer directing the Trustee to authenticate and deliver the Notes and certifying that all conditions precedent to the issuance of the Notes contained herein have been complied with (an “ Issuer Order ”), authenticate Notes for original issue up to the aggregate principal amount stated in paragraph 4 of the Notes. The aggregate principal amount of Notes outstanding at any time may not exceed such amount except as provided in Section 2.17 hereof.

     The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer to authenticate Notes. Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with Holders or the Issuer or an Affiliate of the Issuer.

     SECTION 2.3 Registrar; Paying Agent .

     The Issuer shall maintain (i) an office or agency where Notes may be presented for registration of transfer or for exchange (“ Registrar ”) and (ii) an office or agency where Notes may be presented for payment to a Paying Agent. The Registrar shall keep a register of the Notes (the “ Note Register ”) and of their transfer and exchange. The Issuer may appoint one or more co-registrars and one or more additional paying agents; provided , however , that at all times there shall be only one Note Register. The term “Registrar” includes any co-registrar and the term “ Paying Agent ” includes any additional paying agent. The Issuer may change any Paying Agent or Registrar without notice to any Holder. The Issuer shall notify the Trustee in writing of the name and address of any Paying Agent not a party to this Indenture. The Issuer, American Commercial Lines or any of its Affiliates may act as Paying Agent or Registrar.

     The Issuer shall notify the Trustee and the Holders of the name and address of any Paying Agent not a party to this Indenture. The Issuer shall enter into an appropriate agency agreement with any Agent not a party to this Indenture, which shall incorporate the provisions of Section 317(b) of the TIA. The agreement shall implement the provisions of this Indenture that relate to such Agent.

     The Issuer initially appoints the Trustee to act as the Registrar and Paying Agent and initially appoints the Corporate Trust Office of the Trustee as the office or agency of the Company for such purposes and as the office or agency of the Company where notices and demands to or upon the Issuer in respect of the Notes and this Indenture may be served and the Trustee as the agent of the Issuer to receive such notices and demands.

     The Issuer initially appoints DTC to act as the Depositary with respect to the Global Notes.

     SECTION 2.4 Paying Agent To Hold Money in Trust .

     The Issuer shall require each Paying Agent other than the Trustee to agree in writing that the Paying Agent shall hold in trust for the benefit of the Holders or the Trustee all money held by the Paying Agent for the payment

of principal, premium, if any, or interest on the Notes, and shall notify the Trustee of any Default by the Issuer in making any such payment. While any such Default continues, the Trustee may require a Paying Agent to pay all money held by it to the Trustee. The Issuer at any time may require a Paying Agent to pay all money held by it to the Trustee. Upon payment over to the Trustee, the Paying Agent shall have no further liability for the money. If the Issuer or an Affiliate of the Issuer acts as Paying Agent, it shall segregate and hold in a separate trust fund for the benefit of the Holders all money held by it as Paying Agent. Upon the occurrence of events specified in Section 6.1(8) hereof, the Trustee shall serve as Paying Agent for the Notes.

     SECTION 2.5 Holder Lists .

     The Trustee shall preserve in as current a form as is reasonably practicable the most recent list available to it of the names and addresses of all Holders and shall otherwise comply with TIA § 312(a). If the Trustee is not the Registrar, the Issuer shall furnish to the Trustee at least seven (7) Business Days before each interest payment date and at such other times as the Trustee may request in writing, a list in such form and as of such date as the Trustee may reasonably require of the names and addresses of the Holders, including the aggregate principal amount of the Notes held by each Holder thereof, and the Issuer shall otherwise comply with TIA § 312(a).

     SECTION 2.6 Book-Entry Provisions for Global Securities .

     (a) Each Global Note shall (i) be registered in the name of the Depositary for such Global Notes or the nominee of such Depositary, (ii) be delivered to the Trustee as custodian for such Depositary and (iii) bear legends as required by Section 2.6(e).

     Members of, or participants in, the Depositary (“ Agent Members ”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depositary, or the Trustee as its custodian, or under the Global Note, and the Depositary may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee, from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any Note.

     (b) Transfers of a Global Note shall be limited to transfers of such Global Note in whole, but not in part, to the Depositary, its successors or their respective nominees. Interests of Beneficial Owners in a Global Note may be transferred in accordance with Section 2.16 and the rules and procedures of the Depositary. In addition, Certificated Notes shall be transferred to all Beneficial Owners in exchange for their beneficial interests if (i) the Depositary notifies the Company that it is unwilling or unable to continue as Depositary for the Global Notes or the Depositary ceases to be a “clearing agency” registered under the Exchange Act and a successor depositary is not appointed by the Company within ninety (90) days of such notice or (ii) an Event of Default of which a Responsible Officer of the Trustee has actual notice has occurred and is continuing and the Registrar has received a request from the Depositary to issue such Certificated Notes.

     (c) In connection with the transfer of the entire Global Note to beneficial owners pursuant to clause (b) of this Section, such Global Note shall be deemed to be surrendered to the Trustee for cancellation, and the Company shall execute, and the Trustee shall upon receipt of an Issuer Order authenticate and deliver, to each Beneficial Owner identified by the Depositary in exchange for its beneficial interest in such Global Note an equal aggregate principal amount of Certificated Notes of authorized denominations.

     (d) The registered holder of a Global Note may grant proxies and otherwise authorize any person, including Agent Members and persons that may hold an interest through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Notes.

     (e) Each Global Note shall bear the Global Note Legend on the face thereof.

     (f) At such time as all beneficial interests in Global Notes have been exchanged for Certificated Notes, redeemed, repurchased or cancelled, all Global Notes shall be returned to or retained and cancelled by the Trustee in accordance with Section 2.11 hereof. At any time prior to such cancellation, if any beneficial interest in a Global Note is exchanged for Certificated Notes, redeemed, repurchased or cancelled, the principal amount of Notes represented by such Global Note shall be reduced accordingly and an endorsement shall be made on such Global Note, by the Trustee or the Note Custodian, at the direction of the Trustee, to reflect such reduction.

     (g) General provisions relating to transfers and exchanges:

     (i) To permit registrations of transfers and exchanges, the Issuer shall execute and the Trustee shall authenticate Global Notes and Certificated Notes at the Registrar’s request.

     (ii) No service charge shall be made to a Holder for any registration of transfer or exchange, but the Issuer may require payment of a sum sufficient to cover any stamp or transfer tax or similar governmental charge payable in connection therewith (other than any such stamp or transfer taxes or similar governmental charge payable upon exchange or transfer pursuant to Sections 2.2, 2.10, 3.6, 4.10, 4.14, 4.16 and 9.5 hereto).

     (iii) All Global Notes and Certificated Notes issued upon any registration of transfer or exchange of Global Notes or Certificated Notes shall, upon execution by the Company and authentication by the Trustee in accordance with the provisions hereof, be the valid obligations of the Issuer, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Global Notes or Certificated Notes surrendered upon such registration of transfer or exchange.

     (iv) The Registrar shall not be required (A) to issue, to register the transfer of or to exchange Notes during a period beginning at the opening of fifteen (15) days before the day of any selection of Notes for redemption under Section 3.2 hereof and ending at the close of business on the day of selection, (B) to register the transfer of or to exchange any Note so selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part, or (C) to register the transfer of or to exchange a Note between a record date and the next succeeding interest payment date.

     (v) Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the Issuer may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest on such Notes and for all other purposes, and neither the Trustee, any Agent nor the Issuer shall be affected by notice to the contrary.

     (vi) The Trustee shall authenticate Global Notes and Certificated Notes in accordance with the provisions of Section 2.2 hereof. Except as provided in Section 2.6(b), neither the Trustee nor the Registrar shall authenticate or deliver any Certificated Note in exchange for a Global Note.

     (vii) Each Holder agrees to provide reasonable indemnity to the Issuer and the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder’s Note in violation of any provision of this Indenture and/or applicable United States federal or state securities law.

     (viii) The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Agent Members or Beneficial Owners of interests in any Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.

     SECTION 2.7 Replacement Notes .

     If any mutilated Note is surrendered to the Trustee, or the Issuer and the Trustee receive evidence to their satisfaction of the destruction, loss or theft of any Note, the Issuer shall issue and the Trustee, upon receipt of an Issuer Order, shall authenticate a replacement Note if the Trustee’s requirements are met. If required by the Trustee or the Issuer, an indemnity bond must be supplied by the Holder that is sufficient in the judgment of the Trustee and the Issuer to protect the Issuer, the Trustee, any Agent and any authenticating agent from any loss that any of them may suffer if a Note is replaced. The Issuer and the Trustee may charge a Holder for their expenses in replacing a Note.

     Every replacement Note is an additional obligation of the Issuer and shall be entitled to all of the benefits of this Indenture equally and proportionately with all other Notes duly issued hereunder.

     SECTION 2.8 Outstanding Notes .

     The Notes outstanding at any time are all the Notes authenticated by the Trustee except for those cancelled by it, those delivered to it for cancellation, those reductions in the interest in a Global Note effected by the Trustee in accordance with the provisions hereof, and those described in this Section 2.8 as not outstanding. Except as set forth in Section 2.9 hereof, a Note does not cease to be outstanding because the Issuer or an Affiliate of the Issuer holds the Note.

     If a Note is replaced pursuant to Section 2.7 hereof, it ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Note is held by a bona fide purchaser.

     If the principal amount of any Note is considered paid under Section 4.1 hereof, it ceases to be outstanding and interest on it ceases to accrue.

     If the Paying Agent holds, on a redemption date or maturity date, money sufficient to pay Notes payable on that date, then on and after that date such Notes shall be deemed to be no longer outstanding and shall cease to accrue interest.

     SECTION 2.9 Treasury Notes .

     In determining whether the Holders of the required aggregate principal amount of Notes have concurred in any direction, waiver or consent, Notes owned by the Issuer or by any Affiliate of the Issuer shall be considered as though not outstanding, except that for the purposes of determining whether the Trustee shall be protected in relying on any such direction, waiver or consent, only Notes shown on the Note Register as being owned shall be so disregarded. Notwithstanding the foregoing, Notes that are to be acquired by the Issuer or an Affiliate of the Issuer pursuant to an exchange offer, tender offer or other agreement shall not be deemed to be owned by such entity until legal title to such Notes passes to such entity.

     SECTION 2.10 Temporary Notes .

     Until Certificated Notes are ready for delivery, the Issuer may prepare and the Trustee shall, upon receipt of an Issuer Order, authenticate temporary Notes. Temporary Notes shall be substantially in the form of Certificated Notes but may have variations that the Issuer considers appropriate for temporary Notes. Without unreasonable delay, the Issuer shall prepare and the Trustee shall, upon receipt of an Issuer Order, authenticate Certificated Notes in exchange for temporary Notes.

     Holders of temporary Notes shall be entitled to all of the benefits of this Indenture.

     SECTION 2.11 Cancellation .

     The Issuer at any time may deliver to the Trustee for cancellation any Notes previously authenticated and delivered hereunder or which the Issuer may have acquired in any manner whatsoever, and all Notes so delivered

shall be promptly cancelled by the Trustee. All Notes surrendered for registration of transfer, exchange or payment, if surrendered to any Person other than the Trustee, shall be delivered to the Trustee. The Trustee and no one else shall cancel all Notes surrendered for registration of transfer, exchange, payment, replacement or cancellation. Subject to Section 2.7 hereof, the Issuer may not issue new Notes to replace Notes that they have redeemed or paid or that have been delivered to the Trustee for cancellation. All cancelled Notes held by the Trustee shall be disposed of in accordance with its customary practice, and, upon request, certification of their disposal delivered to the Issuer, unless by a written order, signed by an Officer of the Issuer, the Issuer shall direct that cancelled Notes be returned to it.

     SECTION 2.12 Defaulted Interest .

     If the Issuer defaults in a payment of interest on the Notes, it shall pay the defaulted interest in any lawful manner plus, to the extent lawful, interest payable on the defaulted interest, to the Persons who are Holders on a subsequent special record date, which date shall be at the earliest practicable date but in all events at least five (5) Business Days prior to the payment date, in each case at the rate provided in the Notes and in Section 4.1 hereof. The Issuer shall fix or cause to be fixed each such special record date and payment date and shall promptly thereafter notify the Trustee in writing of any such date. At least fifteen (15) days before the special record date, the Issuer (or the Trustee, in the name and at the expense of the Issuer) shall mail or cause to be mailed to Holders a notice that states the special record date, the related payment date and the amount of such interest to be paid.

     SECTION 2.13 Record Date .

     The record date for purposes of determining the identity of Holders entitled to vote or consent to any action by vote or consent authorized or permitted under this Indenture shall be determined as provided for in TIA § 316 (c).

     SECTION 2.14 Computation of Interest .

     Interest on the Notes shall be computed on the basis of a 360-day year comprised of twelve 30-day months.

     SECTION 2.15 CUSIP Number .