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EXHIBIT 3.6
CERTIFICATE OF INCORPORATION
OF
ACL CAPITAL CORP.
* * * * * *
FIRST: The name of the Corporation is:
ACL Capital Corp.
SECOND: The address of its registered office in the State of Delaware
is the Corporation Trust Center, 1209 Orange Street, City of
Wilmington, County of New Castle. The name of its registered
agent at such address is The Corporation Trust Company.
THIRD: The purpose of the corporation is to accommodate the issuance
of notes by American Commercial Lines LLC by becoming a co-
obligor thereunder and engage in other activities incidental
to the Corporation's co-obligation under such notes and
otherwise not to conduct any business activities or hold any
assets.
FOURTH: The total number of shares of stock with the corporation shall
have authority to issue is One Thousand (1,000) shares of
Common Stock, each of which shall be without par value.
FIFTH: The name and mailing address of each incorporator is as
follows:
Name Mailing Address
---- ---------------
Mary Ann Brzoska 1209 Orange Street
Wilmington, Delaware 19801
Laura J. Vitalo 1209 Orange Street
Wilmington, Delaware 19801
Daniel J. Murphy 1209 Orange Street
Wilmington, Delaware 19801
SIXTH: The name and mailing address of each person who is to serve as
a director until the first annual meeting of the stockholders,
or until a successor is elected and qualified, is as follows:
Michael C. Hagan
1701 East Market Street
Jeffersonville, Indiana 47130
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Michael A Khouri
1701 East Market Street
Jeffersonville, Indiana 47130
Anita P Beier
1701 East Market Street
Jeffersonville, Indiana 47130
SEVENTH: The Board of Directors is expressly authorized and empowered
to make, alter, or repeal the Bylaws of the corporation.
EIGHTH: Election of directors need not be by written ballot.
NINTH: No person who is at any time a director of this Corporation
shall be personally liable to this Corporation or its
stockholders for monetary damages for any breach of fiduciary
duty by such person as a director, except for liability (i)
for breach of the director's duty of loyalty to this
Corporation or its stockholders, (ii) for acts or omissions
not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) under Section 174 of the
Delaware General Corporation Law, or (iv) for any transaction
from which the director derived an improper personal benefit..
WE, THE UNDERSIGNED, being the incorporators hereinabove named, for the
purpose of forming a corporation pursuant to the General Corporation Law of
Delaware, do make this certificate, hereby declaring and certifying that the
facts herein stated are true and, accordingly, have hereunto set our hands this
29th day of May, 1998.
/s/ Mary Ann Brzoska
Mary Ann Brzoska
/s/ Laura J. Vitalo
Laura J. Vitalo
/s/ Daniel J. Murphy
Daniel J. Murphy
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