EXHIBIT 1.1 AMERICAN COMMERCIAL LINES INC. (a Delaware corporation) Shares of Common Stock PURCHASE AGREEMENT Dated: , 2005 AMERICAN COMMERCIAL LINES INC. (a Delaware corporation) Shares of Common Stock (Par Value $0.01 Per Share) PURCHASE AGREEMENTPurchase Agreement • September 19th, 2005 • American Commercial Lines Inc. • Water transportation • New York
AMERICAN COMMERCIAL LINES INC. ISSUER AND THE BANK OF NEW YORK TRUST COMPANY, N.A. TRUSTEE INDENTURE DATED AS OF JUNE __, 2008 SUBORDINATED DEBT SECURITIESIndenture • June 26th, 2008 • American Commercial Lines Inc. • Water transportation • New York
INDENTURE, dated as of June __, 2008, between American Commercial Lines Inc., a Delaware corporation (the “Company”), and The Bank of New York Trust Company, N.A., a New York banking corporation, as trustee (the “Trustee”):
RECITALSLoan Agreement • July 19th, 2005 • American Commercial Lines Inc. • New York
BY AND AMONGRegistration Rights Agreement • July 19th, 2005 • American Commercial Lines Inc. • New York
WITNESSETHRegistration Rights Agreement • July 19th, 2005 • American Commercial Lines Inc. • New York
INDEMNIFICATION AGREEMENT by and between AMERICAN COMMERCIAL LINES INC. and {NAME} Dated as of ____________Indemnification Agreement • August 7th, 2008 • American Commercial Lines Inc. • Water transportation • Delaware
INDEMNIFICATION AGREEMENT (this “Agreement”), dated as of {DATE}, by and between American Commercial Lines Inc., a Delaware corporation (the “Company”), and {NAME}, a natural person (“Indemnitee”).
AGREEMENT AND PLAN OF MERGER by and among FINN HOLDING CORPORATION, FINN MERGER CORPORATION and AMERICAN COMMERCIAL LINES INC. Dated as of October 18, 2010Merger Agreement • October 18th, 2010 • American Commercial Lines Inc. • Water transportation • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of October 18, 2010 by and among Finn Holding Corporation, a Delaware corporation (“Parent”), Finn Merger Corporation, a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and American Commercial Lines Inc., a Delaware corporation (the “Company”). Capitalized terms that are used in this Agreement and not otherwise defined shall have the respective meanings ascribed thereto in Article IX.
CREDIT AGREEMENT by and among AMERICAN COMMERCIAL LINES INC., as Parent, COMMERCIAL BARGE LINE COMPANY, AMERICAN COMMERCIAL LINES LLC ACL TRANSPORTATION SERVICES LLC and JEFFBOAT LLC, as Borrowers, THE OTHER LOAN PARTIES HERETO, THE LENDERS THAT ARE...Credit Agreement • December 23rd, 2010 • American Commercial Lines Inc. • Water transportation • New York
AMERICAN COMMERCIAL LINES INC. 2008 OMNIBUS INCENTIVE PLAN NON-QUALIFIED STOCK OPTION AGREEMENTNon-Qualified Stock Option Agreement • April 3rd, 2009 • American Commercial Lines Inc. • Water transportation
AMERICAN COMMERCIAL LINES INC. 2008 OMNIBUS INCENTIVE PLAN INCENTIVE STOCK OPTION AGREEMENTIncentive Stock Option Agreement • May 19th, 2008 • American Commercial Lines Inc. • Water transportation
This is not a stock certificate or a negotiable instrument. In the event any provision of this Agreement should appear to be inconsistent with the terms of the Plan, the Plan document will control.
AMENDMENT NO. 2 TO CREDIT AGREEMENTCredit Agreement • August 23rd, 2007 • American Commercial Lines Inc. • Water transportation • New York
This AMENDMENT NO. 2 TO CREDIT AGREEMENT (this “Amendment”), dated as of August 16, 2007, is entered into by and among (1) AMERICAN COMMERCIAL LINES LLC, a Delaware limited liability company, JEFFBOAT LLC, a Delaware limited liability company, and ACL TRANSPORTATION SERVICES LLC, a Delaware limited liability company (formerly known as Louisiana Dock Company LLC) (each a “Borrower” and collectively, the “Borrowers”): (2) the Required Lenders (as defined in the Credit Agreement referred to below); and (3) WELLS FARGO BANK, NATIONAL ASSOCIATION as Administrative Agent, Security Trustee, L/C Issuer and Swing Line Lender, with respect to the following:
AMENDMENT NO. 6 TO CREDIT AGREEMENTCredit Agreement • June 8th, 2009 • American Commercial Lines Inc. • Water transportation • New York
SECURITY AGREEMENTSecurity Agreement • December 23rd, 2010 • American Commercial Lines Inc. • Water transportation • New York
This SECURITY AGREEMENT (this “Agreement”), dated as of December 21, 2010, among the Persons listed on the signature pages hereof as “Grantors” and those additional entities that hereafter become parties hereto by executing the form of Joinder attached hereto as Annex 1 (each, a “Grantor” and collectively, the “Grantors”), and WELLS FARGO CAPITAL FINANCE, LLC, a Delaware limited liability company (“WFCF”), in its capacity as agent for the Lender Group and the Bank Product Providers (in such capacity, together with its successors and permitted assigns in such capacity, “Agent”).
CONFIDENTIAL SEVERANCE AGREEMENT AND RELEASESeverance Agreement • August 7th, 2009 • American Commercial Lines Inc. • Water transportation
This CONFIDENTIAL SEVERANCE AGREEMENT AND RELEASE (“Agreement”) is made and entered into by and between AMERICAN COMMERCIAL LINES LLC (“the Company”), and W. Norbert Whitlock, his dependents, heirs, attorneys, agents, successors and assigns (collectively referenced herein as “Employee”).
AMENDMENT NO. 1 TO CREDIT AGREEMENTCredit Agreement • June 13th, 2007 • American Commercial Lines Inc. • Water transportation • New York
THIRD AMENDEMENT TO TERMINATION BENEFITS AGREEMENTTermination Benefits Agreement • March 11th, 2009 • American Commercial Lines Inc. • Water transportation
This Third Amendment to Termination Benefits Agreement dated as of December 24, 2008 (this “Amendment”), further amends the Termination Benefits Agreement made and entered into as of December 22, 2003 (the “Agreement”) by and among American Commercial Lines LLC (the “Company”) and its affiliates and W. N. Whitlock (“Employee”) as amended pursuant to the First Amendment and Supplement dated as of April 30, 2004 and the Second Amendment and Supplement dated as of January 18, 2005.
AMENDMENT NO. 6 TO CREDIT AGREEMENTCredit Agreement • February 23rd, 2009 • American Commercial Lines Inc. • Water transportation • New York
This AMENDMENT NO. 6 TO CREDIT AGREEMENT (this “Amendment”), dated as of February 20, 2009, is entered into by and among (1) AMERICAN COMMERCIAL LINES LLC, a Delaware limited liability company, JEFFBOAT LLC, a Delaware limited liability company, and ACL TRANSPORTATION SERVICES LLC, a Delaware limited liability company (formerly known as Louisiana Dock Company LLC) (each a “Borrower” and collectively, the “Borrowers”); (2) the Lenders (as defined in the Credit Agreement referred to below); and (3) WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent, Security Trustee, L/C Issuer and Swing Line Lender, with respect to the following:
AMERICAN COMMERCIAL LINES INC. RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • January 20th, 2006 • American Commercial Lines Inc. • Water transportation • Delaware
THIS RESTRICTED STOCK UNIT AWARD AGREEMENT, including the accompanying Award Notice (the “Award Notice”) issued to the Participant named therein (both of which together shall constitute the “Agreement”), is made as of the Grant Date set forth in the Award Notice between American Commercial Lines Inc., a Delaware corporation (the “Company”), and the Participant, pursuant to the American Commercial Lines Inc. stock plan designated in the Award Notice (the “Plan”). This Agreement and the award contained herein are subject to the terms and conditions set forth in the Plan, which are incorporated by reference herein, and the following terms and conditions:
AMERICAN COMMERCIAL LINES INC. 2008 OMNIBUS INCENTIVE PLAN PERFORMANCE BASED RESTRICTED STOCK UNIT AGREEMENT 2009 EQUITY GRANTPerformance Based Restricted Stock Unit Agreement • April 3rd, 2009 • American Commercial Lines Inc. • Water transportation
American Commercial Lines Inc., a Delaware corporation, (the “Company”), hereby grants performance based restricted stock units relating to shares of its common stock, $.01 par value, (the “Stock”), to the individual named below as the Grantee, subject to the vesting conditions set forth in this Agreement. Additional terms and conditions of the grant are set forth in this cover sheet and the attachment (collectively, the “Agreement”) and in the Company’s 2008 Omnibus Incentive Plan (the “Plan”).
AMERICAN COMMERCIAL LINES INC. 2008 OMNIBUS INCENTIVE PLAN RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • May 19th, 2008 • American Commercial Lines Inc. • Water transportation • Delaware
This is not a stock certificate or a negotiable instrument. In the event any provision of this Agreement should appear to be inconsistent with the terms of the Plan, the Plan document will control.
AMENDMENT NO. 2 TO AGREEMENTSLoan Agreement • October 18th, 2005 • American Commercial Lines Inc. • Water transportation • New York
This AMENDMENT NO. 2 TO AGREEMENTS (this “Amendment”), dated as of October 13, 2005 is among the lending institutions from time to time party to the Loan Agreement (as defined below) (such financial institutions, together with their respective successors and assigns, are referred to hereinafter each individually as a “Lender” and collectively as “Lenders”), BANK OF AMERICA, N.A., as administrative agent and as collateral agent for the Lenders (in its capacity as administrative agent and collateral agent, the “Agent”), AMERICAN COMMERCIAL LINES LLC, a limited liability company formed under the laws of Delaware (referred to hereinafter as “ACL”), JEFFBOAT LLC, a limited liability company formed under the laws of Delaware (“Jeffboat”), AMERICAN COMMERCIAL TERMINALS LLC, a limited liability company formed under the laws of Delaware (referred to hereinafter as “Terminals”), HOUSTON FLEET LLC, a limited liability company formed under the laws of Delaware (referred to hereinafter as “Houston”
INTERCOMPANY SUBORDINATION AGREEMENTIntercompany Subordination Agreement • December 23rd, 2010 • American Commercial Lines Inc. • Water transportation • New York
THIS INTERCOMPANY SUBORDINATION AGREEMENT (this “Agreement”), dated as of December 21, 2010, is made among the Companies (as defined below) and WELLS FARGO CAPITAL FINANCE, LLC, a Delaware limited liability company, as agent (in such capacity, together with its successors and assigns, “Agent”) for the Lenders (such capitalized terms and all other capitalized terms used herein without definition shall have the meanings provided for in Section 1) and the Bank Product Providers.
CREDIT AGREEMENT among AMERICAN COMMERCIAL LINES LLC, JEFFBOAT LLC, ACL TRANSPORTATION SERVICES LLC, and THE LENDERS NAMED HEREIN and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent, Security Trustee, Lead Arranger, L/C Issuer, Swing...Credit Agreement • May 3rd, 2007 • American Commercial Lines Inc. • Water transportation • New York
THIS CREDIT AGREEMENT, dated as of April 27, 2007, is entered into by and among: (1) AMERICAN COMMERCIAL LINES LLC, a Delaware limited liability company (“ACL”), JEFFBOAT LLC, a Delaware limited liability company (“Jeffboat”), and ACL TRANSPORTATION SERVICES LLC, a Delaware limited liability company (formerly known as Louisiana Dock Company LLC) (“ACLTS”; and together with ACL and Jeffboat, each a “Borrower” and collectively, the “Borrowers”); (2) each of the financial institutions party to this Agreement from time to time (each a “Lender” and collectively, the “Lenders”); (3) WELLS FARGO BANK, NATIONAL ASSOCIATION (“Wells Fargo”, as administrative agent for the Lenders (in such capacity, the “Administrative Agent”)), as security trustee (in such capacity, the “Security Trustee”), as lead arranger (in such capacity, the “Lead Arranger”), as sole bookrunner, as L/C Issuer and as Swing Line Lender; (4) BANK OF AMERICA, N.A. and JPMORGAN CHASE BANK, N.A., as co-syndication agents (in such
PURCHASE AGREEMENTPurchase Agreement • March 10th, 2010 • American Commercial Lines Inc. • Water transportation • Indiana
THIS PURCHASE AGREEMENT (this “ Agreement”) is made as of this ___day of November 2009, by and between E & J Ventures, LLC, an Indiana limited liability company (“ Buyer”), ACL PROFESSIONAL SERVICES INC., a Delaware corporation (“Seller”) and SUMMIT CONTRACTING, LLC, SUMMIT CIVIL SERVICES, LLC and SUMMIT ENVIRONMENTAL SERVICES, LLC, each an Indiana limited liability company (collectively, the “Companies”) and GHC&K, LLC, an Indiana limited liability company (“GHC&K”).
CONSULTANT AGREEMENTConsultant Agreement • August 7th, 2009 • American Commercial Lines Inc. • Water transportation • Indiana
This Consultant Agreement (“Agreement”), is entered into on 1st day of July 2009, between American Commercial Lines LLC, a Delaware limited-liability company (“ACL”), and W. Norbert Whitlock (“Mr. Whitlock”).
December 29, 2008 Norb Whitlock EVP Operations Dear Norb,Letter Agreement • March 11th, 2009 • American Commercial Lines Inc. • Water transportation
As you know, we are behind schedule in the succession planning and transition of your operations responsibilities to other members of the ACL team. As a result, we would like to extend the timing of your letter agreement (dated May 14, 2008) by six months. This extension would allow us the benefit of your continued employment with ACL through June, 2009. During this time, we will formalize a plan with you which will provide sufficient time to effectively advance the transition of your operations duties to your successor(s). As part of this revised agreement you may earn a pro-rata portion of AIP bonus for 2009. You would be eligible for a pro-rata portion of AIP bonus if ACL meets or exceeds the 2009 AIP performance metrics and if the Board of Directors approves any such AIP payments to the employees of ACL. The pro-rated AIP payment would be made to you on or about February 2010. In addition, we would offer you a consulting agreement covering one (1) year subsequent to your retirement
SECOND SUPPLEMENTAL INDENTURESecond Supplemental Indenture • February 2nd, 2007 • American Commercial Lines Inc. • Water transportation • New York
SECOND SUPPLEMENTAL INDENTURE, dated as of January 30, 2007, among American Commercial Lines LLC, a Delaware limited liability company (“ACL LLC”), ACL Finance Corp., a Delaware corporation (“ACL Finance” and, together with ACL LLC, the “Issuers”), American Barge Line Company, a Delaware corporation, Commercial Barge Line Company, a Delaware corporation, ACL Transportation Services LLC, a Delaware limited liability company, American Commercial Lines International LLC, a Delaware limited liability company, Jeffboat LLC, a Delaware limited liability company, American Commercial Barge Line LLC, a Delaware limited liability company (collectively, the “Guarantors”), and Wilmington Trust Company, as trustee (the “Trustee”).
AMERICAN COMMERCIAL LINES INC. 2008 OMNIBUS INCENTIVE PLAN RESTRICTED STOCK UNIT AGREEMENTRestricted Stock Unit Agreement • May 19th, 2008 • American Commercial Lines Inc. • Water transportation
This is not a stock certificate or a negotiable instrument. In the event any provision of this Agreement should appear to be inconsistent with the terms of the Plan, the Plan document will control.
AMERICAN COMMERCIAL LINES INC. RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • February 7th, 2006 • American Commercial Lines Inc. • Water transportation • Delaware
THIS RESTRICTED STOCK UNIT AWARD AGREEMENT, including the accompanying Award Notice (the “Award Notice”) issued to the Participant named therein (both of which together shall constitute the “Agreement”), is made as of the Grant Date set forth in the Award Notice between American Commercial Lines Inc., a Delaware corporation (the “Company”), and the Participant, pursuant to the American Commercial Lines Inc. stock plan designated in the Award Notice (the “Plan”). This Agreement and the award contained herein are subject to the terms and conditions set forth in the Plan, which are incorporated by reference herein, and the following terms and conditions:
AMENDMENT NO. 5 TO CREDIT AGREEMENTCredit Agreement • June 26th, 2008 • American Commercial Lines Inc. • Water transportation • New York
This AMENDMENT NO. 5 TO CREDIT AGREEMENT (this “Amendment”), dated as of June 26, 2008, is entered into by and among (1) AMERICAN COMMERCIAL LINES LLC, a Delaware limited liability company, JEFFBOAT LLC, a Delaware limited liability company, and ACL TRANSPORTATION SERVICES LLC, a Delaware limited liability company (formerly known as Louisiana Dock Company LLC) (each a “Borrower” and collectively, the “Borrowers”); (2) the Required Lenders (as defined in the Credit Agreement referred to below); and (3) WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent, Security Trustee, L/C Issuer and Swing Line Lender, with respect to the following:
AMERICAN COMMERCIAL LINES INC. 2008 OMNIBUS INCENTIVE PLAN RESTRICTED STOCK UNIT AGREEMENTRestricted Stock Unit Agreement • April 3rd, 2009 • American Commercial Lines Inc. • Water transportation
American Commercial Lines Inc., a Delaware corporation, (the “Company”), hereby grants restricted stock units relating to shares of its common stock, $.01 par value, (the “Stock”), to the individual named below as the Grantee, subject to the vesting conditions set forth in this Agreement. Additional terms and conditions of the grant are set forth in this cover sheet and the attachment (collectively, the “Agreement”) and in the Company’s 2008 Omnibus Incentive Plan (the “Plan”).
AMERICAN COMMERCIAL LINES INC. STOCK OPTION AGREEMENTStock Option Agreement • February 7th, 2006 • American Commercial Lines Inc. • Water transportation
THIS STOCK OPTION AGREEMENT, including the accompanying Award Notice (the “Award Notice”) issued to the Optionee named therein (both of which together shall constitute the “Agreement”), is made as of the Grant Date set forth in the Award Notice between American Commercial Lines Inc., a Delaware corporation (the “Company”), and the Optionee. Capitalized terms used herein that are not otherwise defined shall have the meaning ascribed to them in the American Commercial Lines Inc. stock plan designated in the Award Notice (the “Plan”).
GENERAL CONTINUING GUARANTYGeneral Continuing Guaranty • December 23rd, 2010 • American Commercial Lines Inc. • Water transportation • New York
This GENERAL CONTINUING GUARANTY (this “Guaranty”), dated as of December 21, 2010, is executed and delivered by FINN INTERMEDIATE HOLDING CORPORATION, a Delaware corporation (“Parent Guarantor”), and each signatory listed on the signature pages hereof (such signatories, together with Parent Guarantor and each other Person (as defined in the Credit Agreement) that becomes a guarantor after the Closing Date (as defined in the Credit Agreement) pursuant to Section 5.11 of the Credit Agreement, are collectively referred to as the “Guarantors” and individually as a “Guarantor”), in favor of WELLS FARGO CAPITAL FINANCE, LLC, a Delaware limited liability company, as agent for the Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns, if any, in such capacity, “Agent”), in light of the following:
FIRST SUPPLEMENTAL INDENTURESupplemental Indenture • September 11th, 2006 • American Commercial Lines Inc. • Water transportation • New York
THIS FIRST SUPPLEMENTAL INDENTURE (“Supplemental Indenture”) is entered into as of this 6th day of September, 2006 (“Effective Date”), by and among American Commercial Lines LLC, a Delaware limited liability company, ACL Finance Corp., a Delaware corporation (collectively, the “Issuers”), the Guarantors (as defined in the Indenture) and Wilmington Trust Company, as Trustee.
REGISTRATION RIGHTS AGREEMENT ASSIGNMENTRegistration Rights Agreement Assignment • November 10th, 2005 • American Commercial Lines Inc. • Water transportation • New York
This Registration Rights Agreement Assignment (this “Assignment”) dated as of October 6, 2005, by and among American Commercial Lines Inc., a Delaware corporation (the “Company”), HY I Investments, L.L.C., a Delaware limited liability company (“HY I”), GVI Holdings, Inc., a Delaware corporation (“GVI”) and each of the other parties listed on the signature pages hereof (each, including GVI, an “Additional Party” and collectively, the “Additional Parties”)
