SECURITY AGREEMENT

Exhibit 10.3

SECURITY AGREEMENT

     SECURITY AGREEMENT dated as of July 7, 2009 (this “ Agreement ”), among THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as collateral agent (in its capacity as collateral agent, together with its successors and assigns, the “ Collateral Agent ”), COMMERCIAL BARGE LINE COMPANY, a corporation formed under the laws of Delaware (“ Issuer ”), AMERICAN COMMERCIAL LINES INC., a corporation formed under the laws of Delaware (“ Holdings ”), AMERICAN COMMERCIAL LINES LLC, a limited liability company formed under the laws of Delaware (“ ACL ”), JEFFBOAT LLC, a limited liability company formed under the laws of Delaware (“ Jeffboat ”), and ACL TRANSPORTATION SERVICES LLC, a limited liability company formed under the laws of Delaware (“ ACLTS ” and together with Holdings, ACL, Jeffboat, and any other Person that becomes a party hereto pursuant to Section 7.12, the “ Guarantors ,” and together with the Issuer, each individually a “ Grantor ” and collectively, the “ Grantors ”).

RECITALS :

     WHEREAS, the Issuer is issuing $200,000,000 aggregate principal amount of 12 ¹ / 2 % Senior Secured Notes due 2017 (together with any Additional Notes and Exchange 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 “ Trustees ”) on behalf of the holders of the Notes (the “ Noteholders ”).

     WHEREAS, from time to time after the date hereof, the Issuer may, subject to the terms and conditions of the Indenture and the Notes Documents, incur Permitted Additional Pari Passu Obligations (including Additional Notes issued under the Indenture), which are pari passu in right of payment to the Notes and secured equally and ratable with the Notes and by the Pledged Collateral in accordance with Section 7.14 of this Agreement.

     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 Permitted Additional Pari Passu Obligations permitted to be incurred under the Indenture.

     WHEREAS, this Agreement is given by each Grantor 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 Grantor execute and deliver the applicable Notes Documents, including this Agreement.

     NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

ARTICLE I.

DEFINITIONS

     SECTION 1.01 Definition of Certain Terms Used Herein . As used herein, the following terms shall have the following meanings:

     “ Accessions ” shall mean any goods which are physically united with any item constituting part of the Collateral hereunder in such a manner that the identity of such goods is not lost.

     “ Account Debtor ” shall mean any Person who is or who may become obligated to any Grantor under, with respect to, or on account of an Account.

     “ Accounts ” shall mean all of each Grantor’s now owned or hereafter acquired or arising “accounts”, as defined in the UCC, including any and all right, title and interest of any Grantor to payment for goods or services sold or leased, including Chattel Paper (whether tangible or electronic) and any right evidenced by Chattel Paper (whether tangible or electronic), whether due or to become due, whether or not it has been earned by performance, and whether now or hereafter acquired or arising in the future, including accounts receivable from Affiliates of the Grantors.

     “ Accounts Receivable ” shall mean all Accounts and all right, title and interest in any returned goods, together with all rights, titles, securities and guarantees with respect thereto, including any rights to stoppage in transit, replevin, reclamation and resales, and all related security interests, liens and pledges, whether voluntary or involuntary, in each case whether now existing or owned or hereafter arising or acquired.

     “ Additional Grantor ” shall have the meaning given to that term in Section 7.12 of this Agreement.

     “ Additional Pari Passu Agent ” shall mean any duly authorized representative of any holder of Permitted Additional Pari Passu Obligations under any Additional Pari Passu Debt Documents designated as “Additional Pari Passu Agent” for such holder in an Additional Pari Passu Joinder Agreement delivered to the Collateral Agent

     “ Additional Pari Passu Agreement ” shall mean the indenture, credit agreement or other agreement under which any Permitted Additional Pari Passu Obligations (other than Additional Notes) are incurred and any notes or other instruments representing such Permitted Additional Pari Passu Obligations.

     “ Additional Pari Passu Debt Documents ” shall mean any document or instrument executed and delivered with respect to any Permitted Additional Pari Passu Obligations.

     “ Additional Pari Passu Joinder Agreement ” shall mean an agreement substantially in the form of Exhibit B .

     “ Affiliate ” shall mean, with respect to any Person, another Person that directly, or indirectly through one or more intermediaries, controls or is controlled by or is under common control with such Person.

     “ Chattel Paper ” shall mean all of each Grantor’s now owned or hereafter acquired “chattel paper”, as defined in the UCC, including any record or records that evidence both a monetary obligation and a security interest in specific goods, a security interest in specific goods and software used in the goods, a security interest in specific goods and license of software used in the goods, a lease of specific goods, or a lease of specific goods and license of software used in the goods, including in the case of any transaction which is evidenced by records that include an instrument or series of instruments, the group of records taken together.

     “ Collateral ” shall mean all now owned and hereafter acquired (a) Accounts Receivable, (b) Documents, (c) Equipment, (d) Fixtures, (e) General Intangibles, (f) Inventory, (g) cash and currency, (h) Deposit Accounts, credits, and balances with and other claims against the Collateral Agent or any Secured Party or any of their Affiliates or any other financial institution with which the Grantor maintains deposits, including any Payment Accounts; (i) Investment Property, (j) Instruments, (k) Commercial Tort Claims set forth on Schedule 4.17 hereto, (l) Letter-of-Credit Rights, (m) Supporting Obligations, (n) Financial Assets, (o) all money, cash, cash equivalents, securities and other property of any kind of the Grantor held directly or indirectly by the Collateral Agent or any Secured Party; (p) all books, records and other property related to or referring to any of the foregoing, (q) all other personal property of whatever type or description and (r) to the extent not otherwise included, all Accessions and all Proceeds of the foregoing, in each case whether now owned or hereafter acquired and wherever the same may be located; provided, however, that the “Collateral” shall not include any Excluded Property.

     “ Collateral Documents ” shall mean, collectively, this Agreement, the Pledge Agreement, the Mortgages and each other security document or pledge agreement delivered in accordance with applicable local or foreign law to grant a security interest in any property as collateral for the Obligations, and any UCC financing statements, any other documents filed with governmental authorities (including, without limitation, the United States Coast Guard National Vessel Documentation Center) to perfect, establish priority or give public notice of the Security Interest granted by this Agreement, the Mortgages and each security document or pledge agreement described above and any certificate or other document contemplated by or delivered pursuant to the aforesaid agreements, and all other documents, certificates and instruments relating to, arising out of, or in any way connected therewith.

     “ Commercial Tort Claims ” shall mean all of each Grantor’s now owned or hereafter acquired “commercial tort claims”, as defined in the UCC, including any claims, causes of action, choses in action, rights and interests arising in tort which are held or owned by any Grantor, but only to the extent of such Grantor’s interest therein.

     “ Commodity Account ” shall mean an account maintained by a Commodity Intermediary in which a Commodity Contract is carried out for a Commodity Customer.

     “ Commodity Contract ” shall mean a commodity futures contract, an option on a commodity futures contract, a commodity option or any other contract that, in each case, is (a) traded

on or subject to the rules of a board of trade that has been designated as a contract market for such a contract pursuant to the federal commodities laws or (b) traded on a foreign commodity board of trade, exchange or market, and is carried on the books of a Commodity Intermediary for a Commodity Customer.

     “ Commodity Customer ” shall mean a Person for whom a Commodity Intermediary carries a Commodity Contract on its books.

     “ Commodity Intermediary ” shall mean (a) a Person who is registered as a futures commission merchant under the federal commodities laws or (b) a Person who in the ordinary course of its business provides clearance or settlement services for a board of trade that has been designated as a contract market pursuant to federal commodities laws.

     “ Control ” shall mean (i) in the case of each Deposit Account, “control,” as such term is defined in Section 9-104 of the UCC, (ii) in the case of any Security Entitlement, “control,” as such term is defined in Section 8-106 of the UCC, and (iii) in the case of any Commodity Contract, “control,” as such term is defined in Section 9-106 of the UCC.

     “ Copyright License ” shall mean any written agreement, now or hereafter in effect, granting any right to any third party under any Copyright now or hereafter owned by any Grantor or which such Grantor otherwise has the right to license, or granting any right to such Grantor under any Copyright now or hereafter owned by any third party, and all rights of such Grantor under any such agreement.

     “ Copyrights ” shall mean all of the following: (a) all copyright rights in any work subject to the copyright laws of the United States, whether as author, assignee, transferee or otherwise, and (b) all registrations and applications for registration of any such copyright in the United States, including registrations, recordings, supplemental registrations and pending applications for registration in the United States Copyright Office.

     “ Default ” or “ Event of Default ” shall mean a “default” or “event of default”, respectively, under the Indenture or under any Additional Pari Passu Agreement.

     “ Deposit Accounts ” means all “deposit accounts”, as such term is defined in the UCC, now or hereafter held in the name of Grantor, including a demand, time, savings, passbook or like account maintained with a bank, savings and loan association, credit union or other financial institution, or a branch of any of the foregoing.

     “ Discharge of Obligations ” shall mean, both (i) in the case of the Indenture, the discharge or defeasance of the Indenture in accordance with Section 8.1, Section 8.2 or Section 8.8 thereof and (ii) in the case of each Additional Pari Passu Agreement, the repayment of the Additional Pari Passu Obligations under such agreement which entitles the Grantors to obtain a release of the Liens securing such Additional Pari Passu Obligations under the applicable Notes Documents.

     “ Documents ” shall mean all “documents”, as such term is defined in the UCC, including all documents of title and all files, records, ledger sheets and documents covering or relating to any of the Collateral.

     “ Entitlement Holder ” shall mean a Person identified in the records of a Securities Intermediary as the Person having a Security Entitlement against the Securities Intermediary. If a Person acquires a Security Entitlement by virtue of Section 8-501(b)(2) or (3) of the UCC, such Person is the Entitlement Holder.

     “ Equipment ” means all of each Grantor’s now owned or hereafter acquired “equipment”, as defined in the UCC, including all machinery, all manufacturing, distribution, selling, data processing and office equipment, all furniture, furnishings, appliances, Fixtures and trade Fixtures, tools, tooling, molds, dies, vehicles, aircraft, vessels, boilers, engines, masts, spars, rigging, boats, pumps, anchors, cables, chains, tackle, apparel, fittings, equipment, other appurtenances and all other goods of every type and description (excluding Inventory, “Vessels” that are subject at any time to the Lien of any of the Fleet Mortgages, and “Vessels” that have been released from the Lien of any Fleet Mortgage pursuant to Section 5.2 thereof, but including in any event Vessels that are not documented under the laws and flag of the United States of America), in each instance whether now owned or hereafter acquired by each of the Grantors and wherever located.

     “ Excluded Property ” shall mean

     (a) any permit or license issued by a Governmental Authority to any Grantor or any agreement to which any Grantor is a party, in each case, only to the extent and for so long as the terms of such permit, license or agreement or any Requirement of Law applicable thereto, prohibit the creation by such Grantor of a security interest in such permit, license or agreement in favor of the Collateral Agent (after giving effect to Sections 9-406(d), 9-407(a), 9-408(a) or 9-409 of the UCC (or any successor provision or provisions) or any other applicable law (including the Bankruptcy Code) or principles of equity);

     (b) Equipment or other assets or any proceeds thereof owned by any Grantor on the date hereof or hereafter acquired that is subject to a Lien securing indebtedness in respect of purchase money financing or Capital Lease Obligations permitted to be incurred pursuant to the provisions of the Indenture and any equivalent provision of each Additional Pari Passu Agreement if the contract or other agreement in which such Lien is granted (or the documentation providing for such indebtedness in respect of purchase money financing) prohibits the creation of any other Lien on such Equipment, other assets or proceeds;

     (c) any intent-to-use trademark application to the extent and for so long as creation by a Grantor of a security interest therein would result in the loss by such Grantor of any material rights therein;

     (d) work-in-progress and associated property of any Grantor that is subject to any contract for the manufacture and sale of a Vessel to a customer, to the extent such

customer contract prohibits or would be violated by the grant of a Lien securing other indebtedness of such Grantor;

     (e) the voting capital stock of foreign subsidiaries in excess of 65% of the issued and outstanding voting equity interests of such foreign subsidiaries;

     (f) interests in any joint venture to the extent and for so long as the documents governing such joint venture interests prohibit the granting of a security interest therein;

     (g) any contract, lease, license or other agreement to the extent that the grant of a security interest therein would result in the invalidation thereof or provide any party thereto with a right of termination with respect thereto (in each case, after giving effect to applicable provisions of the UCC);

     (h) any property of a Person existing at the time such Person is acquired or merged with and into or consolidated with a Grantor that is subject to a Lien permitted by clause (vii) of the definition of “Permitted Lien” contained in the Indenture (and any refinancing thereof permitted by clause (x) of the definition of “Permitted Liens” contained in the Indenture) to the extent and for so long as the contract or other agreement in which such Lien is granted prohibits the creation of any other Lien on such property;

     (i) the capital stock of any subsidiary of any Grantor to the extent necessary and for so long as required for such subsidiary of not be subject to any requirement pursuant to Rule 3-16 of Regulation S-X under the Securities Act of 1933, as amended, to file separate financial statements with the Securities and Exchange Commission (or any other governmental agency);

     (j) the Hall Street Terminal; and

     (k) any assets sold pursuant to a Qualified Receivables Transaction;

in each case, after giving effect to applicable provisions of the UCC and provided, however, that Excluded Property shall not include any Proceeds, substitutions or replacements of any Excluded Property referred to in clauses (a) through (k) (unless such Proceeds, substitutions or replacements would constitute Excluded Property referred to in clauses (a) through (k)).

     “ Financial Asset ” shall mean (a) a Security, (b) an obligation of a Person or a share, participation or other interest in a Person or in property or an enterprise of a Person, which is, or is of a type, dealt with in or traded on financial markets, or which is recognized in any area in which it is issued or dealt in as a medium for investment or (c) any property that is held by a Securities Intermediary for another Person in a Securities Account if the Securities Intermediary has expressly agreed with the other Person that the property is to be treated as a Financial Asset under Article 8 of the UCC. As the context requires, the term Financial Asset shall mean either the interest itself or the means by which a Person’s claim to it is evidenced, including a certificated or uncertificated Security, a certificate representing a Security or a Security Entitlement.

     “ Fixtures ” shall mean all Goods, whether now owned or hereafter acquired, of any Grantor that become so related to particular real estate that an interest in them arises under any real estate law applicable thereto.

     “ General Intangibles ” shall mean all of each Grantor’s now owned or hereafter acquired “general intangibles”, as defined in the UCC, including all rights, interests, choses in action, causes of action, claims, Intellectual Property and all other intangible personal property of any Grantor of every kind and nature (other than Accounts) now owned or hereafter acquired by any Grantor, including, without limitation, all contract rights, payment intangibles, corporate or other business records, goodwill, customer lists, registrations, licenses, franchises, tax refund claims, any funds which may become due to the Grantor in connection with the termination of any employee benefit plan or any rights thereto and any other amounts payable to the Grantor from any employee benefit plan, rights and claims against carriers and shippers, rights to indemnification, business interruption insurance and proceeds thereof, property, casualty or any similar type of insurance and any proceeds thereof, proceeds of insurance covering the lives of key employees on which the Grantor is beneficiary, rights to receive dividends, distributions, cash, Instruments and other property in respect of or in exchange for pledged equity interests or Investment Property and any letter-of-credit, guarantee, claim, security interest or other security held by or granted to the Grantor.

     “ Grantors ” shall have the meaning given to that term in the first paragraph of this Agreement.

     “ Indemnitee ” shall mean, with respect to any Person, such Person’s Affiliates and the respective directors, officers, employees, agents and advisors of such Person and such Affiliates.

     “ Indenture ” shall have the meaning given to that term in the recitals of this Agreement.

     “ Instrument ” shall mean an “instrument”, as such term is defined in the UCC, now owned or hereafter acquired by the Grantor, including a negotiable instrument or any other writing which evidences a right to the payment of money and is not itself a security agreement or lease and is of a type which in the ordinary course of business is transferred by delivery with any necessary endorsement or assignment.

     “ Intellectual Property ” shall mean all intellectual and similar property of any Grantor of every kind and nature now owned or hereafter acquired by any Grantor, including inventions, designs, Patents, Copyrights, Licenses, Trademarks, trade secrets, correspondence, confidential or proprietary technical and business information, know-how or other data or information, all Software and databases and all embodiments or fixations thereof and related documentation, and all other computer materials, created or owned by any Grantor, registrations and franchises, and all additions, improvements and accessions to, and books and records describing or used in connection with, any of the foregoing together with all extensions, renewals, reissues, divisions, continuations, and continuations-in-part of any of the foregoing, and all rights to sue for past, present and future infringement of any of the foregoing.

     “ Intercreditor Agreement ” shall mean the Intercreditor Agreement, dated as of July 7, 2009 between the Collateral Agent and the Revolving Collateral Agent.

     “ Inventory ” means “inventory”, as such term is defined in the UCC, and inventory, goods, and merchandise to be furnished under any contract of service or held for sale or lease, returned goods, raw materials, work-in-process, finished goods (including embedded software), other materials and supplies of any kind, nature, or description which are used or consumed in a Person’s business or used in connection with the packing, shipping, advertising, selling, or finishing of such goods, merchandise, and all documents of title or other Documents representing them. Notwithstanding anything to the contrary set forth herein, Inventory shall not include (a) any barges or vessels (other than barges or vessels held for sale in the ordinary course of business by Jeffboat), (b) spare parts, replacement parts, parts under repair, tackle, necessaries, apparel, cordage, general outfit and all other appurtenances and appliances belonging upon vessels or barges and stores (each of the foregoing, whether aboard vessels or barges or on shore); and (c) proceeds or the foregoing. For the avoidance of doubt, as used herein, Inventory shall not include any vessels or barges leased, chartered or otherwise used (at any time) in the operation of the Grantors’ business (other than vessels or barges held for sale in the ordinary course of business by Jeffboat), or vessels or barges sold or to be sold for scrap, or the proceeds of any of the foregoing.

     “ Investment Property ” shall mean all Securities (whether certificated or uncertificated), Security Entitlements, Securities Accounts, Commodity Contracts and Commodity Accounts of any Grantor, whether now owned or hereafter acquired by any Grantor.

     “ Joinder ” shall have the meaning given to that term in Section 7.12 of this Agreement.

     “ Letter-of-Credit Rights ” shall mean “letter-of-credit rights”, as such term is defined in the UCC, now owned or hereafter acquired by any Grantor, including any right to payment or performance under any letter-of-credit under which any Grantor is a beneficiary, whether or not such Grantor has demanded or is at the time entitled to demand payment or performance, but excluding the right of any Grantor to demand payment or performance under any letter-of-credit.

     “ License ” shall mean any Patent License, Trademark License, Copyright License or other license or sublicense to which any Grantor is a party, whether as licensor or licensee (other than those license agreements in existence on the date hereof or entered into after the date hereof, which by their terms prohibit the grant of a security interest by such Grantor as licensee thereunder).

     “ Lien ” shall have the meaning given to that term in the Indenture.

     “ Mortgages ” shall mean, collectively, each of the mortgages, deeds of trust, leasehold mortgages and security documents and any other agreement, document or instrument pursuant to which any Lien upon any of the Mortgaged Properties (as defined in the Intercreditor Agreement) is granted by, or purported to be granted by, any Grantor to secure any Obligations or under which rights or remedies with respect any such Lien are governed, including the Fleet Mortgages and the Mortgages (as such terms are defined in the Indenture).

     “ Noteholders ” shall have the meaning given to that term in the recitals of this Agreement.

     “ Notes ” shall have the meaning given to that term in the recitals of this Agreement.

     “ Notes Documents ” shall mean (i) this Agreement, the Indenture, the Notes, the guarantees, the Mortgages and the other Collateral Documents and (ii) Additional Pari Passu Debt Documents and Additional Pari Passu Agreements, in each case of clause (i) and (ii) above, all other documents, certificates and instruments relating to, arising out of, or in any way connected therewith.

     “ Obligations ” shall mean 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, damages and other liabilities, and guarantees of payment of such principal, interest, penalties, fees, indemnifications, reimbursements, damages and other liabilities, payable under any of (i) the Indenture, (ii) the Notes (other than any Additional Notes except to the extent constituting Permitted Additional Pari Passu Obligations), (iii) any other Collateral Document, (iv) any Additional Pari Passu Agreement and (v) the documentation relating to any other Permitted Additional Pari Passu Obligations; provided that no obligations in respect of Permitted Additional Pari Passu Obligations (other than Additional Notes) shall constitute “Obligations” unless the Additional Pari Passu Agent for the holders of such Permitted Additional Pari Passu Obligations has executed an Additional Pari Passu Joinder Agreement in the form of Annex I hereto.

     “ Patent License ” shall mean any written agreement, now or hereafter in effect, granting to any third party any right to make, use or sell any invention on which a Patent, now or hereafter owned by any Grantor or which any Grantor otherwise has the right to license, is in existence, or granting to any Grantor any right to make, use or sell any invention on which a Patent, now or hereafter owned by any third party, is in existence, and all rights of any Grantor under any such agreement.

     “ Patents ” shall mean all of the following: (a) all letters patent of the United States, all registrations and recordings thereof, and all applications for letters patent of the United States, including registrations, recordings and pending applications in the United States Patent and Trademark Office, and (b) all reissues, continuations, divisions, continuations-in-part, renewals or extensions thereof, and the inventions disclosed or claimed therein, including the right to make, use and/or sell the inventions disclosed or claimed therein.

     “ Payment Account ” means each bank account established pursuant to this Agreement, to which the proceeds of Accounts and other Collateral are deposited or credited, and which is maintained in the name of the Grantor on terms acceptable to Collateral Agent.

     “ Person ” shall mean any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, governmental authority or other entity.

     “ Proceeds ” shall mean “proceeds”, as such term is defined in the UCC, including any consideration received from the sale, exchange, license, lease or other disposition of any asset or property that constitutes Collateral or any Mortgaged Properties, any value received as a consequence of the possession of any Collateral and any payment received from any insurer or other Person or entity as a result of the destruction, loss, theft, damage or other involuntary conversion

of whatever nature of any asset or property which constitutes Collateral or any Mortgaged Properties, and shall include, without limitation, (a) any claim of any Grantor against any third party for (and the right to sue and recover for and the rights to damages or profits due or accrued arising out of or in connection with) (i) past, present or future infringement of any Patent now or hereafter owned by any Grantor, or licensed under a Patent License, (ii) past, present or future infringement or dilution of any Trademark now or hereafter owned by any Grantor or licensed under a Trademark License or injury to the goodwill associated with or symbolized by any Trademark now or hereafter owned by any Grantor, (iii) past, present or future breach of any License and (iv) past, present or future infringement of any Copyright now or hereafter owned by any Grantor or licensed under a Copyright License and (b) any and all other amounts from time to time paid or payable under or in connection with any of the Collateral or any Mortgaged Properties.

     “ Receivables ” shall mean the following now owned or hereafter arising or acquired property of a Grantor: (a) all Accounts; (b) all interest, fees, late charges, penalties, collection fees and other amounts due or to become due or otherwise payable in connection with any Account; (c) all instruments evidencing Accounts or Inventory, including, without limitation, all promissory notes relating to the foregoing; (d) all chattel paper with respect to, or otherwise representing or evidencing, Accounts or Inventory; (e) all documents representing or evidencing, Accounts or Inventory; (f) the proceeds of all of the foregoing; and (g) all ledgers, books of account, records, Software, tapes, cards, computer programs, computer disks or tapes, computer printouts, computer runs, and other computer prepared information relating solely to any of the foregoing.

     “ Required Secured Parties ” shall mean the holders of a majority in an aggregate principal amount of (i) the Notes, subject in all cases to Article IX of the Indenture, and (ii) any Indebtedness constituting Permitted Additional Pari Passu Obligations, in each case, excluding for all purposes of this definition any holder of such debt whose vote is required to be disregarded under the Indenture or the applicable Additional Pari Passu Agreement

     “ Revolving Collateral Agent ” shall mean the Bank of America, N.A., as administrative agent, collateral agent and security trustee under the Credit Agreement and its successors and/or assigns in such capacity.

     “ Revolving Credit Obligations ” shall have the meaning given to that term in the Intercreditor Agreement.

     “ Revolving Facility Documents ” shall have the meaning given to it in the Intercreditor Agreement.

     “ Secured Parties ” shall mean Collateral Agent, the Trustee, each Additional Pari Passu Agent, the Noteholders and the holders of the Permitted Additional Pari Passu Obligations.

     “ Securities ” shall mean any obligations of an issuer or any shares, participations or other interests in an issuer or in property or an enterprise of an issuer which (a) are represented by a certificate representing a security in bearer or registered form, or the transfer of which may be registered upon books maintained for that purpose by or on behalf of the issuer, (b) are one of a class or series or by its terms is divisible into a class or series of shares, participations, interests

or obligations and (c)(i) are, or are of a type, dealt with or traded on securities exchanges or securities markets or (ii) are a medium for investment and by their terms expressly provide that they are securities governed by Article 8 of the UCC.

     “ Securities Account ” shall mean an account to which a Financial Asset is or may be credited in accordance with an agreement under which the Person maintaining the account undertakes to treat the Person for whom the account is maintained as entitled to exercise rights that comprise the Financial Asset.

     “ Security Entitlements ” shall mean the rights and property interests of an Entitlement Holder with respect to a Financial Asset.

     “ Security Interest ” shall have the meaning given to that term in Section 2.01.

     “ Security Intermediary ” shall mean (a) a clearing corporation or (b) a Person, including a bank or broker, that in the ordinary course of its business maintains securities accounts for others and is acting in that capacity.

     “ Software ” shall mean all “software”, as such term is defined in the UCC, now owned or hereafter acquired by Grantor, including any computer program and any supporting information provided in connection with any transaction relating to any such program.

     “ Subsidiary ” shall have the meaning given to that term in the Indenture.

     “ Supporting Obligations ” shall mean all “supporting obligations”, as such term is defined in the UCC, including any letter-of-credit right or any secondary obligation held by any Grantor that supports the payment or performance of any Account, Chattel Paper, Document, General Intangible, Instrument or Investment Property.

     “ Trademark License ” shall mean any written agreement, now or hereafter in effect, granting to any third party any right to use any Trademark now or hereafter owned by any Grantor or which any Grantor otherwise has the right to license, or granting to any Grantor any right to use any Trademark now or hereafter owned by any third party, and all rights of any Grantor under any such agreement.

     “ Trademarks ” shall mean all of the following: (a) all trademarks, service marks, trade names, corporate names, company names, business names, fictitious business names, trade styles, trade dress, logos, other source or business identifiers, designs and general intangibles of like nature, now existing or hereafter adopted or acquired, all registrations and recordings thereof, and all registration and recording applications filed in connection therewith, including registrations and registration applications in the United States Patent and Trademark Office or any State of the United States, and all extensions or renewals thereof (provided that no security interest shall be granted in United States intent-to-use trademark applications to the extent that, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark applications under applicable federal law), (b) all goodwill associated therewith or symbolized thereby and (c) all other assets, rights and interests that uniquely reflect or embody such goodwill.

     “ UCC ” shall mean the Uniform Commercial Code as in effect in the State of New York from time to time.

     “ Vessels ” shall mean the towboats, barges and other vessels owned or leased by any Grantor.

     SECTION 1.02 Uniform Commercial Code Terms . All terms used herein and defined in the UCC, shall, to the extent not defined herein, or in the Indenture, if not defined herein, have the meaning given in the UCC.

     SECTION 1.03 Other Terms .

     (a) The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”.

     (b) Capitalized terms not defined herein shall have the meanings given to those terms in the Indenture.

ARTICLE II.

SECURITY INTEREST

     SECTION 2.01 Grants of Security Interest . As security for the payment or performance, as the case may be, in full of the Obligations, each Grantor hereby bargains, sells, conveys, assigns, sets over, mortgages, pledges, hypothecates and transfers to Collateral Agent, for itself and the ratable benefit of the Secured Parties, and hereby grants to Collateral Agent, for itself and the ratable benefit of the Secured Parties, a security interest in and Lien upon, all of such Grantor’s right, title and interest in, to and under the Collateral (the “ Security Interest ”). Without limiting any of the foregoing, Collateral Agent is hereby authorized, but not required, to file one or more financing statements (including fixture filings), continuation statements or other documents for the purpose of perfecting, confirming, continuing, enforcing or protecting its Security Interest in the Collateral, without the signature of any Grantors, and naming any Grantor or the Grantors as debtor or debtors and Collateral Agent as secured party.

     Notwithstanding anything to the contrary contained in the preceding paragraph above, the security interest created by this Agreement shall not extend to any Excluded Property and (i) the Grantors shall from time to time at the request of the Collateral Agent give written notice to the Collateral Agent identifying in reasonable detail the Excluded Property and shall provide to the Collateral Agent such other information regarding the Excluded Property as the Collateral Agent may reasonably request and (ii) from and after the Closing Date, no Grantor shall permit to become effective in any document creating, governing or providing for any permit, license or agreement a provision that would prohibit the creation of a Lien on such permit, license or agreement in favor of the Collateral Agent unless such Grantor believes, in its reasonable judgment, that such prohibition is usual and customary in transactions of such type.

     SECTION 2.02 No Assumption of Liability . The Security Interest is granted as security only and shall not subject Collateral Agent or any other Secured Party to, or in any way alter

or modify, any obligation or liability of any Grantor with respect to or arising out of the Collateral.

     SECTION 2.03 Second Priority Nature of Liens . 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 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 Collateral and any certificates, Instruments or Documents in relation thereto to the Collateral Agent shall be deemed satisfied by delivery of such Collateral and such certificates, Instruments or Documents in relation thereto to the Revolving Collateral Agent (as bailee for the Collateral Agent).

ARTICLE III.

REPRESENTATIONS AND WARRANTIES

     The Grantors jointly and severally represent and warrant to Collateral Agent and the Secured Parties that:

     SECTION 3.01 Title and Authority . Each Grantor has good and valid rights in and title to the Collateral with respect to which it has purported to grant the Security Interest hereunder and has full power and authority to grant to Collateral Agent the Security Interest in such Collateral pursuant hereto and to execute, deliver and perform its obligations in accordance with the terms of this Agreement, without the consent or approval of any other Person other than any consent or approval which has been obtained.

     SECTION 3.02 Filings .

     (a) Fully completed UCC financing statements (including fixture filings, as applicable) or other appropriate filings, recordings or registrations containing a description of the Collateral have been sent for filing in the Office of the Secretary of State of Delaware (or, in the case of fixture filings, for filing in the offices listed on Schedule 3.02 hereto), which are all the filings, recordings and registrations (other than filings required to be made in the United States Patent and Trademark Office and the United States Copyright Office in order to perfect the Security Interest in Collateral consisting of United States Patents, Trademarks and Copyrights) that are necessary, upon filing, to perfect security interests in favor of the Collateral Agent (for the ratable benefit of the Secured Parties) in respect of all Collateral in which the Security Interest may be perfected by filing, recording or registration in the United States (or any political subdivision thereof) and its territories and possessions, and no further or subsequent filing, refiling, recording, rerecording, registration or reregistration is, or will be, necessary in any such jurisdiction with respect to such Collateral, except as provided under applicable law with respect to the filing of continuation statements.

     (b) Each Grantor represents and warrants that fully executed security agreements in form satisfactory to the Collateral Agent containing descriptions of all Collateral consisting of Intellectual Property with respect to United States Patents and United States registered Trademarks (and Trademarks for which United States registration applications are pending) and United States registered Copyrights have been sent for recording by the United States Patent and Trademark Office and the United States Copyright Office pursuant to 35 U.S.C. Section 261, 15 U.S.C. Section 1060 or 17 U.S.C. Section 205 and the regulations thereunder, as applicable, and otherwise as may be required pursuant to the laws of any other necessary jurisdiction, to protect the validity of and to continue legal, valid and perfected security interests in favor of the Collateral Agent (for the ratable benefit of the Secured Parties) in respect of all Collateral consisting of Patents, Trademarks and Copyrights in which a security interest may be perfected by filing, recording or registration in the United States (or any political subdivision thereof) and its territories and possessions, or in any other necessary jurisdiction, and no further or subsequent filing, refiling, recording, rerecording, registration or reregistration is necessary in any such jurisdiction (other than such actions as are necessary to perfect the Security Interest with respect to any Collateral consisting of Patents, Trademarks and Copyrights or registration or application for registration thereof) acquired or developed after the date hereof).

     SECTION 3.03 Validity of Security Interest . The Security Interest constitutes (a) a legal valid and binding Security Interest in all the Collateral securing the payment and performance of the Obligations, (b) subject to the filings described in Section 3.02 above, a perfected Security Interest in all Collateral in which a security interest may be perfected by filing, recording or registering a financing statement or analogous document in the United States (or any political subdivision thereof) and its territories and possessions pursuant to the Uniform Commercial Code of the applicable jurisdiction or other similar law in such jurisdictions, to the extent such security interests may be perfected under the Uniform Commercial Code of the applicable jurisdiction and (c) a Security Interest that shall be perfected in all Collateral in which a security interest may be perfected upon the receipt and recording of security agreements pursuant to Section 3.02(b) with the United States Patent and Trademark Office and the United States Copyright Office, as applicable. The Security Interest is and shall be prior to any other Lien on any of the Collateral, other than Permitted Collateral Liens and any equivalent provision of each Additional Pari Passu Agreement.

     SECTION 3.04 Absence of Other Liens . The Collateral is owned by the Grantors free and clear of any Lien, except Permitted Collateral Liens and any equivalent provision of each Additional Pari Passu Agreement, as expressly permitted by the Notes Documents. Except for filings in respect of Permitted Collateral Liens and any equivalent provision of each Additional Pari Passu Agreement, each Grantor has not filed or consented to the filing of (a) any financing statement or analogous document under the UCC or any other applicable laws covering any Collateral, (b) any assignment in which any Grantor assigns any Collateral or any security agreement or similar instrument covering any Collateral with the United States Patent and Trademark Office or the United States Copyright Office, or (c) any assignment in which any Grantor assigns any Collateral or any security agreement or similar instrument covering any Collateral with any foreign governmental, municipal or other office, which financing statement or analogous document, assignment, security agreement or similar instrument is still in effect, except, in each case, for Permitted Collateral Liens.

     SECTION 3.05 Legal Name, Etc.

     (a) The exact legal name of each Grantor, as such name appears in its respective certificate of incorporation, certificate of formation or equivalent organizational document, is set forth in Schedule 3.05(a). Each Grantor is (i) the type of entity disclosed next to its name in Schedule 3.05 (a) and (ii) a registered organization except to the extent disclosed in Schedule 3.05(a). Also set forth in Schedule 3.05(a) is the organizational identification number, if any, of each Grantor that is a registered organization, the Federal Taxpayer Identification Number of each Grantor and the jurisdiction of formation of each Grantor.

     (b) Set forth in Schedule 3.05(b) hereto is a list of any other corporate or organizational names each Grantor has had in the past five years, together with the date of the relevant change.

     (c) Set forth in Schedule 3.05(c) is a list of all other names used by each Grantor, or any other business or organization to which each Grantor became the successor by merger, consolidation, acquisition, change in form, nature or jurisdiction of organization or otherwise, on any filings with the Internal Revenue Service at any time during the past five years. Except as set forth in Schedule 3.05(c), no Grantor has changed its jurisdiction of organization at any time during the past four months.

     SECTION 3.06 Chief Executive Office . The chief executive office of each Grantor is located at the address set forth in Schedule 3.06 hereto.

     SECTION 3.07 Extraordinary Transactions . Except for those purchases, acquisitions and other transactions described in Schedule 3.07 attached hereto, all of the Collateral has been originated by each Grantor in the ordinary course of business or consists of goods which have been acquired by such Grantor in the ordinary course of business from a Person in the business of selling goods of that kind.

     SECTION 3.08 Instruments and Tangible Chattel Paper . Attached hereto as Schedule 3.08 is a true and correct list of all promissory notes, instruments (other than checks to be deposited in the ordinary course of business), tangible chattel paper, electronic chattel paper and other evidence of indebtedness held by each Grantor as of July 7, 2009, including all intercompany notes between or among any two or more Grantors or any of their Subsidiaries, stating if such instruments, chattel paper or other evidence of indebtedness is pledged under this Agreement.

     SECTION 3.09 Deposit Accounts . Attached hereto as Schedule 3.09 is a true and complete list of all Deposit Accounts maintained by each Grantor, including the name of each institution where each such account is held, the name of each such account, the name of each entity that holds each account and stating if such account is required to be subject to a control agreement pursuant to this Agreement and the reason for such account to be excluded from the control agreement requirement.

     SECTION 3.10 Intellectual Property . Attached hereto as Schedule 3.10(a) is a schedule setting forth all of each Grantor’s Patents, Patent Licenses, Trademarks and Trademark Li-

censes registered with the United States Patent and Trademark Office, and all other Patents, Patent Licenses, Trademarks and Trademark Licenses, including the name of the registered owner and the registration number of each Patent, Patent License, Trademark and Trademark License owned by each Grantor. Attached hereto as Schedule 3.10(b) is a schedule setting forth all of each Grantor’s United States Copyrights and Copyright Licenses, and all other Copyrights and Copyright Licenses, including the name of the registered owner and the registration number of each Copyright or Copyright License owned by each Grantor.

ARTICLE IV.

COVENANTS

     SECTION 4.01 Change of Name; Location of Collateral; Records; Place of Business .

     (a) Each Grantor agrees to provide Collateral Agent with twenty (20) days’ prior written notice with respect to any change (i) in its name, corporate structure or jurisdiction of organization, (ii) in the location of its chief executive office or (iii) in its organizational identification number. Each Grantor agrees not to effect or permit any change referred to in the preceding sentence unless all filings promptly are made under the UCC or otherwise that are required in order for Collateral Agent to continue at all times following such change to have a valid, legal and perfected Security Interest in all the Collateral with the same priority as prior to such change.

     (b) Concurrently with any delivery of financial statements under Section 4.3 of the Indenture, each Grantor agrees to provide the Collateral Agent with written notice with respect to (i) any change in the location of its principal place of business, any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral owned by it is located (including the establishment of any such new office of facility), (ii) if any material portion of the Collateral owned or held by such Grantor is damaged or destroyed, (iii) if any Inventory is in the possession or control of any of the Grantors’ agents, contractors or processors or any other third party, and (iv) any change in the location in the office where it keeps its records concerning the Accounts, and the offices where it keeps all originals of all chattel paper which evidence Accounts (including the establishment of any such new office or facility).

     (c) Each Grantor agrees to maintain, at its own cost and expense, such complete and accurate records with respect to the Collateral owned by it as is consistent with its current practices and in accordance with such prudent and standard practices used in industries that are the same as or similar to those in which such Grantor is engaged, but in any event to include complete accounting records indicating all payments and proceeds received with respect to Accounts, and at such time or times as Collateral Agent may reasonably request (but not more frequently than monthly unless an Event of Default has occurred or is continuing) and promptly to prepare and deliver to Collateral Agent a duly certified schedule or schedules in form and detail reasonably satisfactory to Collateral Agent showing the identity, amount and location (which, in the case of Vessels, may be approximate) of any and all Collateral.

     SECTION 4.02 Protection of Security . Each Grantor shall, at its own cost and expense, take any and all actions necessary to defend title to the Collateral against all Persons and

to defend the Security Interest of Collateral Agent in the Collateral and the priority thereof against any Lien except Permitted Collateral Liens.

     SECTION 4.03 Maintenance of Collateral and Compliance with Laws .

     (a) Each Grantor shall keep and maintain at its own cost and consistent with its past practices satisfactory and complete records of the Collateral, including, without limitation, a record of all payments received and all credits granted with respect to the Accounts Receivable.

     (b) Except as otherwise expressly permitted by this Agreement and the other Notes Documents, each Grantor agrees to keep and maintain all equipment material to the operation of its business in good operating condition, ordinary wear and tear excepted, and make or cause to be made all appropriate repairs, renewals and replacements thereof, to the extent such equipment is not obsolete and consistent with past practice of such Grantor, as quickly as practicable after the occurrence of any loss or damage thereto which are necessary or reasonably desirable to such end, except where the failure to do any of the foregoing would not result in a Material Adverse Effect.

     (c) Each Grantor shall comply in all material respects with all federal, state and local laws, rules, regulations and decrees applicable to the Collateral, provided that a Grantor may contest the validity or applicability thereof in good faith by proper proceedings so long as such contest will not have a Material Adverse Effect.

     (d) Each Grantor shall maintain and preserve each contract and agreement included within the Collateral if the failure to do so would have a Material Adverse Effect, and will not amend or modify any such material contract or agreement if the amendment or modification would materially impair the value of the interest or rights of the Grantor thereunder.

     (e) Until satisfaction in full of the Obligations: (i) at any time when an Event of Default has occurred and is continuing, each Grantor will perform any and all reasonable actions as necessary or as requested by Collateral Agent to enforce Collateral Agent’s security interest in the Inventory and all of Collateral Agent’s respective rights hereunder; (ii) at any time, if any Inventory (other than in-transit Inventory) is in the possession or control of any of the Grantors’ agents, contractors or processors or any other third party, upon if requested by Collateral Agent, each such Grantor will notify such agents, contractors or processors or third party of Collateral Agent’s security interest therein and use its commercially reasonable efforts to obtain their acknowledgment thereof and, upon request, instruct them to hold all such Inventory for Collateral Agent and such Grantor’s account, as their interests may appear, and subject to Collateral Agent’s instructions; (iii) at any time when an Event of Default has occurred and is continuing, Collateral Agent shall have the right but not the obligation to hold all Inventory subject to the Security Interest granted hereunder; and (iv) at any time when an Event of Default has occurred and is continuing, Collateral Agent shall have the right to take possession of the Inventory or any part thereof and to maintain such possession on such Grantor’s premises or to remove any or all of the Inventory to such other place or places as Collateral Agent desires in its sole discretion. If Collateral Agent exercises its right to take possession of the Inventory, such Grantor, upon Collateral Agent’s demand, will assemble the Inventory and make it available to Collateral Agent at such Grantor’s premises at which it is located.

     (f) Each Grantor shall keep its place of business or chief executive office and the offices where it keeps its records concerning the Accounts, and the offices where it keeps all originals of all chattel paper which evidence Accounts, at the location or locations therefor specified in Schedule 4.03(f) hereto or at such other locations in a jurisdiction where all actions required by Sections 4.01(b) and 4.04(b) shall have been taken with respect to the Accounts. Each Grantor will hold and preserve such records and chattel paper and will permit representatives of Collateral Agent, at any time during normal business hours and upon reasonable prior written notice, to inspect and make abstracts from such records and chattel paper in accordance with Section 4.05 of this Agreement.

     (g) Except as otherwise provided in this subsection (g), each Grantor shall continue to collect in accordance with its customary practice, at its own expense, all amounts due or to become due to such Grantor under the Accounts and, unless an Event of Default has occurred and is continuing, such Grantor shall have the right to adjust, settle or compromise the amount or payment of any Account, or release wholly or partly any Account Debtor or obligor thereof, or allow any credit or discount thereon, all in accordance with its customary practices. In connection with such collections, the Grantors may, upon the occurrence and during the continuation of an Event of Default, take (and at the direction of Collateral Agent shall take) such action as the Grantors or Collateral Agent may reasonably deem necessary or advisable to enforce collection of the Accounts; provided , that upon written notice by Collateral Agent to any Grantor, following the occurrence and during the continuation of an Event of Default, of its intention so to do, Collateral Agent shall have the right to notify the Account Debtors or obligors under any Accounts of the assignment of such Accounts to Collateral Agent and to direct such Account Debtors or obligors to make payment of all amounts due or to become due to such Grantor thereunder directly to Collateral Agent and, upon such notification and at the expense of such Grantor, to enforce collection of any such Accounts, and to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as such Grantor might have done. After receipt by such Grantor of the notice referred to in the proviso to the preceding sentence, and unless and until such notice is rescinded by Collateral Agent by written notice to such Grantor, (i) all amounts and proceeds (including instruments) received by such Grantor in respect of the Accounts shall be received in trust for the benefit of Collateral Agent hereunder, shall be segregated from other funds of the Grantors and shall be forthwith paid over to Collateral Agent in the same form as so received (with any necessary endorsement) to be held as cash collateral and either (A) promptly released to the Grantors if such Event of Default shall have been cured or waived or (B) if such Event of Default shall be continuing, applied as provided in Section 6.02 hereof, and (ii) the Grantors shall not adjust, settle or compromise the amount or payment of any Account, or release wholly or partly any Account Debtor or obligor thereof, or allow any credit or discount thereon.

     (h) Each Grantor shall keep the Equipment and Inventory (other than any that is sold or otherwise disposed of as permitted by any other Notes Document) at such locations in a jurisdiction where all action required by Sections 4.04(b) hereof shall have been taken to assure the continuation of the perfection of the respective security interest of the Collateral Agent (for its benefit and the ratable benefit of the Secured Parties) with respect to the Equipment and Inventory.

     SECTION 4.04 Additional Deliveries and Further Assurances .

     (a) Each Grantor agrees, at its own expense, to execute, acknowledge, deliver and cause to be duly filed all such further instruments and documents and take all such actions as necessary or as Collateral Agent may from time to time reasonably request to better assure, preserve, protect and perfect the Security Interest and the rights and remedies created hereby, including the payment of any fees and taxes required in connection with the execution and delivery of this Agreement, the granting of the Security Interest and the filing of any financing statements (including fixture filings) or other documents in connection herewith or therewith. If any amount payable under or in connection with any of the Collateral shall be or become evidenced by any promissory note or other instrument, such note or instrument shall be immediately pledged and promptly delivered to Collateral Agent, duly endorsed in a manner satisfactory to Collateral Agent, to the extent required by the Pledge Agreement. Each Grantor agrees that it will use its best efforts to take such action as shall be necessary in order that all representations and warranties hereunder shall be true and correct with respect to such Collateral within 30 days after the date it has been notified by Collateral Agent of the specific identification of such Collateral.

     (b) Each Grantor agrees that, in the event any Grantor takes any action to grant or perfect a Lien in favor of the Revolving Collateral Agent in any assets (other than the delivery of possessory Collateral or the grant of Control over any Collateral to the Control Agent, but including actions to perfect security interests under the laws of foreign jurisdictions), such Grantor shall also take such action to grant or perfect a Lien in favor of the Collateral Agent to secure the Obligations without request of the Collateral Agent.

     SECTION 4.05 Inspection and Verification . Collateral Agent and such Persons as Collateral Agent may reasonably designate shall have the right, at the Grantors’ own cost and expense, following the occurrence and during the continuance of an Event of Default, to contact Account Debtors or any third Person possessing such Collateral for the purpose of verifying Accounts. Collateral Agent and each designee shall maintain the confidentiality of any information it gains from such inspection or verification except that information may be disclosed (a) to the Secured Parties, their Affiliates, and their directors, officers, employees and agents, including accountants, legal counsel and other advisors who need to know such information (it being understood that the Person to whom such disclosure is made will be informed of the confidential nature of such information and instructed to keep such information confidential), (b) to the extent requested by any regulatory authority, (c) to the extent required by applicable law and regulations or by any subpoena or similar legal process (in any which event Collateral Agent shall promptly notify the Grantors to the extent not otherwise prohibited by applicable law or regulations and to the extent practicable, it being understood that the Grantors shall have the right to attempt to prevent such disclosure or to preserve the confidentiality thereof), (d) in connection with the exercise of any remedies hereunder or any suit, action or proceeding relating to this Agreement or the enforcement of rights hereunder, (e) subject to an agreement containing provisions substantially the same as those of this Section, to any assignee of or participant in, or any prospective assignee of or participant in, any of the Obligations, (f) with the prior written consent of the Grantors or (g) to the extent such information (i) becomes publicly available other than as a result of a breach of this Section or (ii) was available to Collateral Agent or any Secured Party on a nonconfidential basis prior to its disclosure to Collateral Agent or any Secured Party or be-

comes available to Collateral Agent or any Secured Party on a nonconfidential basis from a source not known by Collateral Agent or Secured Party to be under an obligation of confidentiality with respect thereto.

     SECTION 4.06 Taxes; Encumbrances . The Grantors shall pay and discharge all taxes, assessments, charges, fees or Liens at any time levied or placed on the Collateral or payable in respect of the Collateral, except (a) Permitted Collateral Liens and any equivalent provision of each Additional Pari Passu Agreement, and (b) taxes, assessments, charges or fees levied against the Collateral where (i) the validity or amount thereof is being contested in good faith by proper proceedings, (ii) the Grantors have set aside on their books adequate reserves therefor in accordance with generally accepted accounting principles, and (iii) the failure to make payment pending such contest could not reasonably be expected to result in a Material Adverse Effect. At its option and after prior written notice to the applicable Grantor, Collateral Agent may discharge all such Liens and all such taxes, assessments, charges or fees not being contested in accordance with the preceding sentence, and may pay for the maintenance and preservation of the Collateral, in each case to the extent any Grantor fails to do so as required by this Agreement or any oth