PLEDGE AGREEMENT

Exhibit 10.4

PLEDGE AGREEMENT

          This PLEDGE AGREEMENT, dated as of July 7, 2009 (as this agreement may be amended, amended and restated, supplemented or otherwise modified, renewed or replaced from time to time, this “ Agreement ”), is by and among each of the parties listed on Schedule I hereto (each such party together with any other Person that becomes a party hereto pursuant to Section 25 is referred to individually as a “ Pledgor ” and collectively as the “ Pledgors ”), and The Bank of New York Mellon Trust Company, N.A., as collateral agent (the “ Collateral Agent ”) on behalf of the Secured Parties (as defined in the Security Agreement dated as of the date hereof among the Pledgors and the Collateral Agent (as amended, amended and restated, supplemented or otherwise modified, renewed or replaced from time to time, the “ Security Agreement ”)).

RECITALS

          WHEREAS, Commercial Barge Line Company, a corporation formed under the laws of Delaware (the “ Issuer ”) is issuing $200,000,000 aggregate principal amount of 12 ¹ / 2 % Senior Secured Notes due 2017 (together with any Additional Notes, the “ Notes ”) pursuant to the indenture (the “ Indenture ”) dated as of July 7, 2009 among the Issuer, the Guarantors and The Bank of New York Mellon Trust Company, N.A., as trustee (together with its successors in such capacity, the “ Trustee ”) on behalf of the holders of the Notes (the “ Noteholders ”).

          WHEREAS, from time to time after the date hereof, subject to the terms and conditions of the Indenture and the Notes Documents (as defined in the Security Agreement), additional Permitted Additional Pari Passu Obligations (including Additional Notes issued under the Indenture) may be incurred, which are pari passu in right of payment to the Notes and secured equally and ratable with the Notes and by the Pledged Collateral.

          WHEREAS, each Guarantor has, pursuant to the Indenture, among other things, unconditionally guaranteed the obligations of the Issuer under the Indenture and the Notes and may do so under the terms of any Permitted Additional Pari Passu Obligations permitted to be incurred under the Indenture.

          WHEREAS, this Agreement is given by each Pledgor in favor of the Collateral Agent for the benefit of the Secured Parties to secure the payment and performance of all of the Obligations.

          WHEREAS, it is a condition to the issuance of the Notes that each Pledgor execute and deliver the applicable Collateral Documents (as defined in the Security Agreement), including this Agreement.

          NOW, THEREFORE, in order to (i) secure the prompt and complete payment and performance when due of the Obligations (as defined in the Security Agreement) and for good and valuable consideration, the receipt of which is hereby acknowledged, and (ii) grant, pledge, hypothecate and transfer to the Collateral Agent, for the ratable benefit of the Secured

Parties, a security interest in each Pledgor’s right, title and interest in, to and under the Pledged Collateral whether presently existing or hereafter arising or acquired, each of the Pledgors, the Collateral Agent, on behalf of itself and each Secured Party (and each of their respective successors or assigns), hereby agrees as follows:

SECTION 1. Definition of Certain Terms Used Herein . Except as specifically defined in this Agreement, all capitalized terms shall have the meanings given to those terms in the Security Agreement.

SECTION 2. Pledge .

     (a) As security for the payment or performance, as the case may be, in full of the Obligations, each Pledgor hereby bargains, sells, conveys, assigns, sets over, mortgages, pledges, hypothecates and transfers to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest in all of such Pledgor’s right, title and interest in, to and under the foregoing, wherever located and whether now existing or hereafter arising or acquired from time to time (i) any shares of capital stock, partnership interests (and any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of property of such partnership), membership interests in a limited liability company, beneficial interests in a trust or other equity ownership interests in a Person (collectively, the “ Equity Interests ”) owned by such Pledgor which are initially listed on Schedule II hereto and any Equity Interests obtained in the future by such Pledgor and the certificates representing all such Equity Interests (the “ Pledged Equity Interests ”); provided that, (x) subject to the last sentence of this Section 2(a) , Pledged Equity Interests of each foreign subsidiary of a Pledgor that are entitled to vote shall be limited, in the aggregate, to the pledge of 65% of the issued and outstanding common stock entitled to vote of such foreign subsidiary notwithstanding the delivery by any Pledgor to the Collateral Agent of a stock certificate representing in excess of such percentage ownership and (y) interests in any joint venture will not constitute Pledged Equity Interests hereunder to the extent and for so long as the documents governing such joint venture prohibit the granting of a security interest therein; (ii) (x) the debt securities owned by it which are listed opposite the name of such Pledgor on Schedule II hereto, (y) any other debt securities issued to such Pledgor; and (z) the promissory notes and any other instruments evidencing such debt securities; (iii) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms hereof; (iv) subject to Section 7 hereof, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed, in respect of, in exchange for or upon the conversion of the securities referred to in clauses (i) and (ii) above; (v) subject to Section 7 hereof, all rights and privileges of such Pledgor with respect to the securities and other property referred to in clauses (i), (ii), (iii) and (iv) above; and (vi) all proceeds (as such term is defined in the UCC) of any of the foregoing (the items referred to in clauses (i) through (vi) above being collectively referred to as the “ Pledged Collateral ”). Notwithstanding anything to the contrary set forth herein, Pledged Collateral shall not include any Excluded Property. Without limiting the foregoing, the Collateral Agent is hereby authorized to file one or more financing statements, continuation statements or other filings or documents for the purpose of perfecting, confirming, continuing, en-

forcing or protecting the security interest granted by each Pledgor hereunder, without the signature of any Pledgors, and naming any Pledgor or the Pledgors as debtors and the Collateral Agent as secured party. Notwithstanding anything to the contrary contained in this Section 2 , the Pledged Equity Interests shall not include the Equity Interests of any foreign subsidiary of a Pledgor if such pledge is not permitted by contract or applicable law, or if such pledge could reasonably be expected to have adverse tax consequences for the Pledgors.

     (b) Notwithstanding anything herein to the contrary, the lien and security interest granted to the Collateral Agent pursuant to this Agreement shall be a second priority lien on and security interest in Pledged Collateral and the exercise of any right or remedy by the Collateral Agent hereunder is subject to the provisions of the Intercreditor Agreement. In the event of any conflict between the terms of the Intercreditor Agreement and this Agreement, the terms of the Intercreditor Agreement shall govern and control. Notwithstanding anything herein to the contrary, prior to the Senior Discharge Date (as defined in the Intercreditor Agreement), the requirements of this Agreement to deliver any of the Pledged Collateral to the Collateral Agent shall be deemed satisfied by delivery of such Pledged Collateral to the Revolving Collateral Agent (as bailee for the Collateral Agent). In the event any Pledgor shall pledge any assets or undertake any actions to perfect or protect any liens on any assets pledged in connection with the Credit Agreement, such Pledgor shall also at the time pledge such assets to the Collateral Agent and undertake such actions with respect to the Pledged Collateral for the benefit of the Collateral Agent without request by the Collateral Agent

SECTION 3. No Assumption of Liability . The security interest in the Pledged Collateral is granted as security only and shall not subject the Collateral Agent or any other Secured Parties to any obligation or liability, or in any way alter or modify, any obligation or liability of any Pledgor, in each case, with respect to or arising out of the Pledged Collateral.

SECTION 4. Delivery of the Pledged Collateral .

     (a) Each Pledgor represents and warrants that all stock certificates, agreements, instruments notes or other securities now or hereafter included in the Pledged Collateral (the “ Pledged Securities ”) in existence on the date hereof have been delivered to the Collateral Agent. Upon delivery to the Collateral Agent, (i) the Pledged Securities shall be accompanied by stock powers duly executed in blank or other instruments of transfer reasonably satisfactory to the Collateral Agent and by such other instruments and documents as the Collateral Agent may reasonably request in order to allow the Collateral Agent, only upon the occurrence and continuance of an Event of Default, to exercise its rights and remedies under this Agreement and (ii) all other property comprising part of the Pledged Collateral shall be accompanied by proper instruments of assignment duly executed by the applicable Pledgor and such other instruments or documents as the Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the securities theretofore and then being pledged hereunder, which schedule shall be attached hereto as Schedule II and made a part hereof. Each schedule so delivered shall supersede any prior schedules so delivered. Schedule II may be amended from time to time by the addition of the Pledged Collateral subsequently created or acquired by execution of a supplement in substantially the form of Annex I attached hereto.

     (b) Each Pledgor will cause any indebtedness for borrowed money in excess of $1,000,000 owed to the Pledgor by any Person to be evidenced by a duly executed promissory note and promptly notify the Collateral Agent thereof and upon request of the Collateral Agent, deliver such promissory note to the Collateral Agent pursuant to the terms thereof.

SECTION 5. Representations, Warranties And Covenants . Each Pledgor hereby represents, warrants and covenants, as to itself and the Pledged Collateral pledged by it hereunder, to the Collateral Agent that:

     (a) the Pledged Equity Interests represent that percentage as set forth on Schedule II of the issued and outstanding shares of each class of the Equity Interests of the issuer with respect thereto;

     (b) except for the security interest granted hereunder, such Pledgor (i) except to the extent otherwise permitted by the Indenture, is and will at all times continue to be the direct owner, beneficially and of record, of the Pledged Collateral indicated on Schedule II , (ii) holds the same free and clear of all Liens except for non-consensual Permitted Collateral Liens and Liens permitted pursuant to clauses (vii), (xvi) and (xxvi) of the definition of Permitted Liens as set forth in the Indenture and any equivalent provisions of each Additional Pari Passu Agreement, (iii) will make no assignment, pledge, hypothecation or transfer of, or create or permit to exist any security interest in or other Lien on, the Pledged Collateral other than pursuant hereto, the Indenture and the Credit Agreement, and (iv) subject to Sections 4 and 6 , will cause any and all Pledged Collateral required to be delivered pursuant hereto to be forthwith deposited with the Collateral Agent and pledged or assigned hereunder;

     (c) such Pledgor (i) has the power and authority to pledge the Pledged Collateral in the manner hereby done or contemplated and (ii) will defend its title or interest thereto or therein against any and all Liens, however arising, of all Persons whomsoever except for non-consensual Permitted Collateral Liens and Liens permitted pursuant to clauses (vii), (xvi) and (xxvi) of the definition of Permitted Liens as set forth in the Indenture and any equivalent provisions of each Additional Pari Passu Agreement;

     (d) no consent of any other Person (including stockholders or creditors of any Pledgor) and no consent or approval of any governmental authority or any securities exchange was or is necessary to the validity of the pledge effected hereby;

     (e) by virtue of the execution and delivery by the Pledgors of this Agreement, when the Pledged Securities, certificates or other documents representing or evidencing the Pledged Collateral are delivered to the Collateral Agent in accordance with this Agreement or upon the filing of financing statements in the proper jurisdictions, the Collateral Agent will have a valid and perfected lien upon, and security interest in, such Pledged Collateral as security for the payment and performance of the Obligations;

     (f) the pledge effected hereby is effective to vest in the Collateral Agent, on behalf of the Secured Parties, the rights of the Collateral Agent in the Pledged Collateral as set forth herein;

     (g) all information set forth herein relating to the Pledged Collateral, including but not limited to the information set forth on Schedule II hereto, is accurate and complete in all material respects as of the date hereof;

     (h) the Pledged Equity Interests of each subsidiary of a Pledgor have been duly authorized and validly issued and are fully paid and non-assessable;

     (i) except as permitted hereby, the Pledged Equity Interests described on Schedule II hereof constitute all of the issued and outstanding shares of stock of each of the subsidiaries of such Pledgor owned by such Pledgor;

     (j) each Pledgor agrees that it will (i) except to the extent otherwise permitted by the Indenture, cause each of the issuers that are subsidiaries of the Pledgors not to issue any stock or other securities in addition to or substitution for the Pledged Securities issued by such issuer, except to the respective Pledgor and (ii) pledge hereunder and deliver to the Collateral Agent as set forth in Section 4, immediately upon its acquisition (directly or indirectly) thereof, any and all such additional shares of stock or other securities of each issuer of the Pledged Securities, subject to the terms hereof; and

     (k) the pledge of the Pledged Securities pursuant to this Agreement does not violate Regulation T, U or X of the Federal Reserve Board or any successor thereto as of the date hereof.

SECTION 6. Registration in Nominee Name; Denominations . The Collateral Agent shall have the right (in its sole and absolute discretion) to hold the Pledged Securities in the name of the Pledgors, endorsed or assigned in blank or in favor of the Collateral Agent, or upon the occurrence and during the continuance of an Event of Default, subject to the terms of the Intercreditor Agreement, in its own name as pledgee or the name of its nominee (as pledgee or as sub-agent). Each Pledgor will promptly give to the Collateral Agent copies of any material notices or other communications received by it with respect to Pledged Securities registered in the name of such Pledgor. Upon the occurrence of an Event of Default and subject to the terms of the Intercreditor Agreement, the Collateral Agent shall at all times have the right to exchange the certificates representing Pledged Securities for certificates of smaller or larger denominations for any purpose consistent with this Agreement.

SECTION 7. Voting Rights; Dividends and Interest, Etc .

     (a) Unless and until an Event of Default shall have occurred and be continuing:

     (i) Each Pledgor shall be entitled to exercise any and all voting and other consensual rights and powers inuring to an owner of Pledged Securities or any part thereof for any purpose consistent with the terms of this Agreement and the other Notes Documents; provided , however , that such Pledgor will not be entitled to exercise any such right if the result thereof could materially and adversely affect the rights inuring to a holder of the Pledged Securities or the rights and remedies of any of the Secured Parties under this Agreement or any other Notes Document or the ability of the Secured Parties to exercise the same.

     (ii) Each Pledgor shall be entitled to receive and retain any and all cash dividends, interest and principal paid on the Pledged Collateral to the extent and only to the extent that such cash dividends, interest and principal are permitted by, and otherwise paid in accordance with, the terms and conditions of the Notes Documents and applicable laws.

     (iii) The Collateral Agent shall execute and deliver to each Pledgor, or cause to be executed and delivered to each Pledgor, all such proxies, powers of attorney and other instruments as such Pledgor may reasonably request for the purpose of enabling such Pledgor to exercise the voting and/or consensual rights and powers it is entitled to exercise pursuant to subparagraph (i) above and to receive the cash dividends it is entitled to receive pursuant to subparagraph (ii) above.

     (b) Upon the occurrence and during the continuance of an Event of Default, subject to the terms of the Intercreditor Agreement, all rights of any Pledgor to dividends, interest or principal that such Pledgor is authorized to receive pursuant to paragraph (a)(ii) above shall cease, and all such rights shall thereupon become vested in the Collateral Agent, which shall have the sole and exclusive right and authority to receive and retain such dividends, interest or principal. All dividends, interest or principal received by the Pledgor contrary to the provisions of this Section 7 shall be held in trust for the benefit of the Collateral Agent, shall be segregated from other property or funds of such Pledgor and shall be forthwith delivered to the Collateral Agent upon demand in the same form as so received (with any necessary endorsement). Any and all money and other property paid over to or received by the Collateral Agent pursuant to the provisions of this paragraph (b) shall be retained by the Collateral Agent in an account to be established by the Collateral Agent upon receipt of such money or other property and shall be applied in accordance with the provisions of the Intercreditor Agreement. After all Events of Default have been cured or waived, the Pledgor shall thereafter be entitled to retain all cash dividends that such Pledgor would otherwise be permitted to retain pursuant to the terms of paragraph (a)(ii) above.

     (c) Upon the occurrence and during the continuance of an Event of Default, subject to the terms of the Intercreditor Agreement, all rights of any Pledgor to exercise the voting and consensual rights and powers it is entitled to exercise pursuant to paragraph (a)(i) of this Section 7 , and the obligations of the Collateral Agent under paragraph (a)(iii) of this Section 7 , shall cease upon the giving of notice by the Collateral Agent to the Pledgor, and all such rights shall thereupon become vested in the Collateral Agent, which shall have the sole and exclusive right and authority to exercise such voting and consensual rights and powers, provided that the Collateral Agent shall have the right, but not the obligation, from time to time following and during the continuance of an Event of Default to permit the Pledgors to exercise such rights. After all Events of Default have been cured or waived, each Pledgor will have the right to exercise the voting and consensual rights and powers that it would otherwise be entitled to exercise pursuant to the terms of paragraph (a)(i) above.

SECTION 8. Remedies Upon Default .

     (a) Upon the occurrence and during the continuance of an Event of Default, subject to the terms of the Intercreditor Agreement, Collateral Agent, on behalf of the Secured Parties, may exercise all the rights and remedies granted under this Agreement, including, without limitation, the right to sell the Pledged Collateral, or any part thereof, at public or private sale or at any broker’s board, on any securities exchange or in the over-the-counter market, for cash, upon credit or for future delivery as the Collateral Agent shall deem appropriate subject to the terms hereof or as otherwise provided in the Uniform Commercial Code of any applicable jurisdiction; provided that, except as otherwise expressly provided in the Indenture or the other Note Documents, the Collateral Agent shall exercise, or refrain from exercising, any remedies provided for herein, in accordance with the instructions of the Required Secured Parties (as defined in the Security Agreement). The Collateral Agent shall be authorized at any such sale (if it deems it advisable to do so) to restrict to the full extent required by applicable law the prospective bidders or purchasers to Persons who will represent and agree that they are purchasing the Pledged Collateral for their own account for investment and not with a view to the distribution or sale thereof, and upon consummation of any such sale the Collateral Agent shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Pledged Collateral so sold. Each such purchaser at any such sale shall hold the property sold absolutely free from any claim or right on the part of any Pledgor, and, to the extent permitted by applicable law, the Pledgors hereby waive all rights of redemption, stay, valuation and appraisal any Pledgor now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted.

     (b) The Collateral Agent shall give a Pledgor ten (10) days’ prior written notice of the Collateral Agent’s intention to make any sale of such Pledgor’s Pledged Collateral. Such notice, in the case of a public sale, shall state the time and place for such sale and, in the case of a sale at a broker’s board or on a securities exchange, shall state the board or exchange at which such sale is to be made and the day on which the Pledged Collateral, or portion thereof, will first be offered for sale at such board or exchange. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Collateral Agent may fix and state in the notice of such sale. At any such sale, the Pledged Collateral, or portion thereof, to be sold may be sold in one lot as an entirety or in separate parcels, as the Collateral Agent may (in its sole and absolute discretion) determine. The Collateral Agent shall not be obligated to make any sale of any Pledged Collateral if it shall determine not to do so, regardless of the fact that notice of sale of s