EXHIBIT 4.32
FIRST AMENDMENT
TO REVOLVING CREDIT AND
GUARANTY AGREEMENT
FIRST AMENDMENT, dated as of March 13, 2003 (the "Amendment"),
to the REVOLVING CREDIT AND GUARANTY AGREEMENT, dated as of January 31, 2003,
among AMERICAN COMMERCIAL LINES LLC, a Delaware limited liability company (the
"Borrower"), a debtor and debtor-in-possession under Chapter 11 of the
Bankruptcy Code, the Guarantors named therein (the "Guarantors"), JPMORGAN CHASE
BANK, a New York banking corporation ("JPMorgan Chase"), each of the other
financial institutions party thereto (together with JPMorgan Chase, the
"Lenders") and JPMORGAN CHASE BANK, as Agent for the Lenders (in such capacity,
the "Agent") and BANK ONE, NA and GENERAL ELECTRIC CAPITAL CORPORATION, as
Co-Syndication Agents (in such capacities, the "Co-Syndication Agents"):
W I T N E S S E T H:
WHEREAS, the Borrower, the Guarantors, the Lenders, the Agent
and the Co-Syndication Agents are parties to that certain Revolving Credit and
Guaranty Agreement, dated as of January 31, 2003 (as the same may be further
amended, modified or supplemented from time to time, the "Credit Agreement");
and
WHEREAS, the Borrower and the Guarantors have requested that
from and after the Effective Date (as hereinafter defined) of this Amendment,
the Credit Agreement be amended subject to and upon the terms and conditions set
forth herein;
NOW, THEREFORE, the parties hereto hereby agree as follows:
1. As used herein, all terms that are defined in the Credit
Agreement shall have the same meanings herein.
2. Section 5.10 of the Credit Agreement is hereby amended by
deleting the words "forty-five (45) days" appearing therein and inserting in
lieu thereof the words "ninety (90) days"
3. Section 6.01 of the Credit Agreement is hereby amended by
(A) deleting the word "and" following clause (iv) thereof and (B) inserting the
following new clause (vi) at the end thereof:
"; and (vi) Liens on cash collateral in an amount not in excess of
$1,500,000 in the aggregate at any one time posted to secure
obligations of the Borrower or the Guarantors in connection with fuel
hedging arrangements"
4. Section 6.05 of the Credit Agreement is amended in its
entirety to read as follows:
"SECTION 6.05 EBITDA.
Permit cumulative EBITDA for each period listed below
to be less than the amount specified opposite such period:
Period EBITDA
------ ------
Three month period ending March 31, 2003 $(13,000,000)
Six month period ending June 30, 2003 $ 5,000,000
Nine month period ending September 30, 2003 $ 30,000,000
Twelve month period ending December 31, 2003 $ 63,000,000
Twelve month period ending March 31, 2004 $ 81,000,000
Twelve month period ending June 30, 2004 $ 86,000,000"
5. This Amendment shall not become effective until the date
(the "Effective Date") on which this Amendment shall have been executed by the
Borrower, the Guarantors and the Required Lenders and the Agent shall have
received evidence satisfactory to it of such execution.
6. Except to the extent hereby specifically amended, the
Credit Agreement and each of the Loan Documents remain valid and in full force
and effect and are hereby ratified and affirmed.
7. The Borrower agrees that its obligations set forth in
Section 10.05 of the Credit Agreement shall extend to the preparation, execution
and delivery of this Amendment, including the reasonable fees and disbursements
of special counsel to the Agent.
8. This Amendment shall be limited precisely as written and
shall not be deemed (a) to be a consent granted pursuant to, or a waiver or
modification of, any other term or condition of the Credit Agreement or any of
the instruments or agreements referred to therein or (b) to prejudice any right
or rights which the Agent or the Lenders may now have or have in the future
under or in connection with the Credit Agreement or any of the instruments or
agreements referred to therein. Whenever the Credit Agreement is referred to in
the Credit Agreement or any of the instruments, agreements or other documents or
papers executed or delivered in connection therewith, such reference shall be
deemed to mean the Credit Agreement as modified by this Amendment.
9. This Amendment may be executed in any number of
counterparts and by the different parties hereto in separate counterparts, each
of which when so executed and delivered shall be deemed to be an original and
all of which taken together shall constitute but one and the same instrument.
2
10. This Amendment shall be governed by, and construed in
accordance with, the laws of the State of New York.
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed as of the day and the year first written.
BORROWER:
AMERICAN COMMERCIAL LINES LLC
By:
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Title:
GUARANTORS:
AMERICAN COMMERCIAL LINES HOLDINGS LLC
By:
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Title:
LOUISIANA DOCK COMPANY LLC
By:
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Title:
AMERICAN COMMERCIAL TERMINALS LLC
By:
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Title:
JEFFBOAT LLC
By:
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Title:
Signature Page to First Amendment
ACL CAPITAL CORP.
By:
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Title:
AMERICAN COMMERCIAL BARGE LINE LLC
By:
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Title:
AMERICAN COMMERCIAL LINES INTERNATIONAL LLC
By:
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Title:
ACBL LIQUID SALES LLC
By:
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Title:
AMERICAN COMMERCIAL LOGISTICS LLC
By:
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Title:
HOUSTON FLEET LLC
By:
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Title:
LEMONT HARBOR & FLEETING SERVICES LLC
By:
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Title:
Signature Page to First Amendment
AMERICAN COMMERCIAL TERMINALS - MEMPHIS LLC
By:
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Title:
ORINOCO TASA LLC
By:
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Title:
ORINOCO TASV LLC
By:
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Title:
Signature Page to First Amendment
LENDERS:
JPMORGAN CHASE BANK
INDIVIDUALLY AND AS AGENT
By:
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Title:
BANK ONE, NA
INDIVIDUALLY AND AS CO-SYNDICATION AGENT
By:
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Title:
GENERAL ELECTRIC CAPITAL CORPORATION
INDIVIDUALLY AND AS CO-SYNDICATION AGENT
By:
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Title:
Signature Page to First Amendment
