EXHIBIT 4.6
FIRST AMENDMENT TO REGISTRATION RIGHTS AGREEMENT
This First Amendment to Registration Rights Agreement (this "First
Amendment") dated as of July 13, 2005, by and between American Commercial Lines
Inc., a Delaware corporation (the "Company") and HY I Investments, L.L.C., a
Delaware limited liability company ("HY I").
WITNESSETH
WHEREAS, the Company and HY I are parties to that certain Registration
Rights Agreement dated as of January 12, 2005 (the "Registration Rights
Agreement");
WHEREAS, the Company is considering offering shares of its authorized
common stock, par value $0.01 per share ("Company Common Stock"), to the public
(the "Public Offering"), and HY I desires to participate in such Public Offering
as a selling stockholder; and
WHEREAS, it is contemplated that HY I will enter into a definitive
agreement (the "Lock-Up Agreement") with Xxxxxxx Xxxxx & Co., Xxxxxxx Lynch,
Pierce, Xxxxxx & Xxxxx Incorporated and UBS Securities LLC (collectively, the
"Underwriters") that imposes certain restrictions on HY I with respect to its
shares of Company Common Stock during the period specified in the Lock-Up
Agreement (the "Lock-Up Period").
NOW, THEREFORE, in consideration of the mutual covenants and agreements
herein contained, the receipt and adequacy of which is hereby acknowledged, the
parties hereto hereby agree as follows:
1. Waiver of Demand Registration Right During Lock-Up Period. HY I agrees
that it shall not request that the Company effect the registration under the
Securities Act of any of its Registrable Securities pursuant to Section 2.1 of
the Registration Rights Agreement during the Lock-Up Period.
2. Piggyback Registrations. HY I agrees that no further notice is required
from the Company pursuant to the Registration Rights Agreement in connection
with the Public Offering. Notwithstanding Section 3.1 of the Registration Rights
Agreement, HY I will participate in the Public Offering only to the extent and
as agreed upon by the Company, the Underwriters and HY I. Such participation
shall be pursuant to Section 3.1 of the Registration Rights Agreement and shall
be subject to the terms of such agreement, as amended hereby.
3. Shelf Registration Filing. Notwithstanding Section 4.1 of the
Registration Rights Agreement, the Company will not be obligated to file any
Shelf Registration Statement before the later of (i) 30 days following the
written request of HY I to the Company to such effect and (ii) the expiration of
the Lock-Up Period.
4. Effect of Amendment; Entire Agreement. The Registration Rights
Agreement shall remain in full force and effect, as amended hereby. This First
Amendment embodies the entire agreement and understanding between the Company
and the Holders in respect of the subject matter contained herein.
5. Governing Law; Jurisdiction. THIS FIRST AMENDMENT SHALL BE GOVERNED
EXCLUSIVELY BY, CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE
OF NEW YORK.
6. Counterparts and Facsimile Execution. This First Amendment may be
executed in any number of counterparts and each of such counterparts shall for
all purposes be deemed to be an original, and all such counterparts together
shall together constitute one and the same instrument. This First Amendment may
be executed by facsimile signatures.
Any capitalized terms used herein but not defined herein shall have the
meanings ascribed to such terms in the Registration Rights Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to
be duly executed and delivered as of the date first above provided.
AMERICAN COMMERCIAL LINES INC.
By: /s/ Xxxx X. Xxxxxxx
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Name: Xxxx X. Xxxxxxx
Title: Senior Vice President, Law &
Administration, Secretary
HY I INVESTMENTS, L.L.C.
By: /s/ Xxxxxx X. Xxxxxxxxxxx
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Name: Xxxxxx X. Xxxxxxxxxxx
Title: Vice President
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