Registration Rights Agreement (2005)Full Document 

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                          REGISTRATION RIGHTS AGREEMENT

                          Dated as of February 11, 2005

                                  By and Among

                          AMERICAN COMMERCIAL LINES LLC
                                ACL FINANCE CORP.
                                   as Issuers,

               THE GUARANTORS LISTED ON THE SIGNATURE PAGES HERETO

                                       and

                               UBS SECURITIES LLC
                         BANC OF AMERICA SECURITIES LLC
                                       and
               MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
                              as Initial Purchasers
                         9 1/2% Senior Notes due 2015

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                                TABLE OF CONTENTS

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1. Definitions..................................................................       1
2. Exchange Offer...............................................................       4
3. Shelf Registration...........................................................       7
4. Liquidated Damages...........................................................       8
5. Registration Procedures......................................................      10
6. Registration Expenses........................................................      18
7. Indemnification..............................................................      18
8. Rules 144 and 144A...........................................................      21
9. Underwritten Registrations...................................................      22
10. Miscellaneous...............................................................      22
    (a) No Inconsistent Agreements..............................................      22
    (b) Adjustments Affecting Registrable Notes.................................      22
    (c) Amendments and Waivers..................................................      22
    (d) Notices.................................................................      23
    (e) Successors and Assigns..................................................      24
    (f) Counterparts............................................................      24
    (g) Headings................................................................      24
    (h) Governing Law...........................................................      24
    (i) Severability............................................................      24
    (j) Securities Held by the Issuers, the Guarantors or their Affiliate.......      25
    (k) Third-Party Beneficiaries...............................................      25
    (l) Attorneys' Fees.........................................................      25
    (m) Entire Agreement........................................................      25
SIGNATURES......................................................................     S-1
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                          REGISTRATION RIGHTS AGREEMENT

            This Registration Rights Agreement (this "Agreement") is dated as of
February 11, 2005, by and among American Commercial Lines LLC, a Delaware
limited liability company (the "Company"), ACL Finance Corp., a Delaware
corporation ("ACL Finance," and together with the Company, the "Issuers"), and
the guarantors listed on the signature pages attached hereto (each a
"Guarantor," and collectively, the "Guarantors"), on the one hand, and UBS
Securities LLC, Banc of America Securities LLC and Merrill Lynch, Pierce, Fenner
& Smith Incorporated (each an "Initial Purchaser," and collectively, the
"Initial Purchasers"), on the other hand.

            This Agreement is entered into in connection with the Purchase
Agreement, dated as of February 8, 2005, by and among the Issuers, the
Guarantors and the Initial Purchasers (the "Purchase Agreement"), relating to
the offering of $200 million aggregate principal amount of the Issuers' 9-1/2%
Senior Notes due 2015 (the "Notes"). The execution and delivery of this
Agreement is a condition to the Initial Purchasers' obligation to purchase the
Notes under the Purchase Agreement.

            The parties hereby agree as follows:

      Section 1. Definitions

            As used in this Agreement, the following terms shall have the
following meanings:

            "ACTION" shall have the meaning set forth in Section 7(c) hereof.

            "ADVICE" shall have the meaning set forth in Section 5 hereof.

            "AGREEMENT" shall have the meaning set forth in the first
introductory paragraph hereto.

            "APPLICABLE PERIOD" shall have the meaning set forth in Section 2(b)
hereof.

            "BOARD OF MANAGERS" shall have the meaning set forth in Section 5
hereof.

            "BUSINESS DAY" shall mean a day that is not a Legal Holiday.

            "COMMISSION" shall mean the Securities and Exchange Commission.

            "COMPANY" shall have the meaning set forth in the introductory
paragraph hereto and shall also include the Company's permitted successors and
assigns.

            "DAY" shall mean a calendar day.

            "DAMAGES PAYMENT DATE" shall have the meaning set forth in Section
4(b) hereof.

            "DELAY PERIOD" shall have the meaning set forth in Section 5 hereof.

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            "EFFECTIVENESS PERIOD" shall have the meaning set forth in Section
3(b) hereof.

            "EFFECTIVENESS TARGET DATE" shall have the meaning set forth in
Section 4(a)(ii) hereof.

            "EXCHANGE ACT" shall mean the Securities Exchange Act of 1934, as
amended, and the rules and regulations of the Commission promulgated thereunder.

            "EXCHANGE NOTES" shall have the meaning set forth in Section 2(a)
hereof.

            "EXCHANGE OFFER" shall have the meaning set forth in Section 2(a)
hereof.

            "EXCHANGE OFFER REGISTRATION STATEMENT" shall have the meaning set
forth in Section 2(a) hereof.

            "HOLDER" shall mean any holder of a Registrable Note or Registrable
Notes.

            "GUARANTORS" shall have the meaning set forth in the introductory
paragraph hereto and shall also include each Guarantor's permitted successors
and assigns.

            "INDENTURE" shall mean the Indenture, dated as of February 11, 2005,
by and among the Issuers, the Guarantors and Wilmington Trust Company, as
trustee, pursuant to which the Notes are being issued, as amended or
supplemented from time to time in accordance with the terms thereof.

            "INITIAL PURCHASERS" shall have the meaning set forth in the first
introductory paragraph hereof.

            "INSPECTORS" shall have the meaning set forth in Section 5(n)
hereof.

            "ISSUE DATE" shall mean February 11, 2005, the date of original
issuance of the Notes.

            "ISSUERS" shall have the meaning set forth in the introductory
paragraph hereto and shall also include each Issuer's permitted successors and
assigns.

            "LEGAL HOLIDAY" shall mean a Saturday, a Sunday or a day on which
banking institutions in New York, New York are required by law, regulation or
executive order to remain closed.

            "LIQUIDATED DAMAGES" shall have the meaning set forth in Section
4(a) hereof.

            "LOSSES" shall have the meaning set forth in Section 7(a) hereof.

            "NASD" shall have the meaning set forth in Section 5(s) hereof.

            "NOTES" shall have the meaning set forth in the second introductory
paragraph hereto.

            "PARTICIPANT" shall have the meaning set forth in Section 7(a)
hereof.

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