Management Agreement (2005)Full Document 

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                              MANAGEMENT AGREEMENT

      This MANAGEMENT AGREEMENT (the "Agreement") dated as of July 21, 2003 is
made by and between American Commercial Lines LLC, its subsidiaries and
affiliates that are currently debtors in chapter 11 cases (collectively the
"Debtors") pending in the United States Bankruptcy Court for the Southern
District of Indiana (the "Bankruptcy Court") and Marotta Gund Budd & Dzera, LLC
(the "Manager"), a New Jersey limited liability corporation.

      WHEREAS, the parties hereto desire to enter into this Agreement to set
forth the basis on which the Manager will perform management services for the
Debtors, all as set forth more fully in this Agreement.

      NOW, THEREFORE, in consideration of the promises and covenants set forth
herein, and intending to be legally bound hereby, the parties to this Agreement
hereby agree as follows:

      1.    ENGAGEMENT. The Debtors hereby engage the Manager as an independent
contractor to the Debtors, and the Manager hereby accepts such engagement, on
the terms and conditions set forth in this Agreement subject only to Bankruptcy
Court approval. The Debtors are hereby acquiring from the Manager the services
of Philip J. Gund ("Gund"), as well as such additional personnel that may be
necessary. All compensation for the services and actions of Gund and the
Manager's other personnel that may perform services on the Debtors' behalf under
this Agreement will be paid by the Debtors directly to the Manager.

      2.    DUTIES.

            (a) The Debtors represent to the Manager that its Board of Managers
(the "Board") has duly approved the retention of the Manager and approved the
terms of this Agreement, including the appointment of Gund as the Chief
Financial Officer of the Debtors. The Manager will assign Gund to serve as Chief
Financial Officer to act in the managerial capacities to carry out other
services required of the Manager.

            (b) Subject to the Board's assignment of certain of the following
functions to other of the Debtors' officers or reservation of certain functions
by the Board, Gund (in his role as Chief Financial Officer) shall be authorized
to make decisions, in consultation with the Debtors' Chief Executive Officer,
with respect to all aspects of the financial management of the Debtors' business
and oversight of the bankruptcy process including, but not limited to,
Bankruptcy Court reporting requirements, development of a plan of
reorganization, disclosure statement, claims management, managing outside
professionals (Huron Consulting Group) and such other areas as he may identify,
in such manner as he deems necessary or appropriate in his sole discretion
consistent with the business judgment rule and subject to appropriate governance
by the Board in accordance with the Debtors' operating agreements and the
Bankruptcy Court. As Chief Financial Officer, Gund will be part of Debtors'
senior management team and as such will be involved in key operating decisions.
In the performance of the foregoing functions, Gund shall report to the Board.
In addition to the above, Gund will accept an appointment to the Board


and serve as a member of the Board if requested by representatives of the
Debtors who are authorized to make such appointment.

            (c) The Manager shall cause Gund to devote substantially all his
business time to the performance of services for the Debtors hereunder on behalf
of the Manager. Additionally, the Manager will have the right to use such

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