SECOND
AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
  This
Second Amendment to Amended and Restated Credit Agreement (this "Amendment Agreement")
is dated as of June 23, 2009 by and among Lower Lakes Towing Ltd., Lower Lakes
Transportation Company, Grand River Navigation Company, Inc., the other Credit
Parties signatory hereto, the other Lenders signatory hereto and General
Electric Capital Corporation, as Agent.
  W I T N E
S S E T H :
  WHEREAS,
the Credit Parties, the lenders party thereto, and the Agent entered into that
certain Amended and Restated Credit Agreement dated as of February 13, 2008 and
amended as of June 24,2008 (the "Credit
Agreement");
  WHEREAS,
the Lenders and the Agent have agreed to further amend the Credit Agreement to
effect certain changes thereto requested by the Credit Parties as set forth
herein.
  NOW,
THEREFORE, for good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto hereby agree as
follows:
  1.             Defined
Terms.  Capitalized terms used herein and not otherwise defined
herein shall have the meanings attributed to such terms in the Credit Agreement,
as amended hereby.
  2.             Amendments to Credit
Agreement.  The Credit Agreement is hereby amended as
follows:
  2.1.          Section
1.1(a)(ii) of the Credit Agreement is hereby deleted in its entirety and
replaced with the following:
  (ii)           For
the period from April 1 through July 31 of each calendar year, the Cdn.
Revolving Lenders shall establish (on a several and not joint or joint and
several basis) in favor of Lower Lakes a seasonal overadvance revolving credit
facility (the "Cdn.
Seasonal Facility") which shall be subject to the terms contained herein
that are applicable to the Cdn. Revolving Loan.  For greater
certainty, the Cdn. Seasonal Facility is a sub facility of the Cdn. Revolving
Credit Facility and shall not be subject to the limits of the Cdn. Borrowing
Base but shall be subject to the Cdn. Maximum Amount.  The Cdn.
Seasonal Facility shall be in an amount not to exceed (all as determined in Cdn.
Dollars using, where applicable, the Cdn. Dollar Equivalent Amount) the lesser
of: (A) US $10,000,000 less the principal amount outstanding under the US
Seasonal Facility, or (B)  75% of the aggregate Fair Market Value of the
Cdn. Vessels owned by the Cdn. Credit Parties and the US Owned Vessels less the
aggregate of (i) the principal amount outstanding under the Cdn. Term Loan, the
principal amount outstanding under the US Term Loan and the principal amount
outstanding under the Engine Term Loan, (ii) the aggregate amount of the
obligations secured by Liens attaching to the Cdn. Vessels and the US Owned
Vessels that have priority to the Liens securing the Obligations, and (iii) the
principal amount outstanding under the US Seasonal Facility; provided, that if
Lower Lakes has certified to the Agent in the applicable Cdn. Notice of
Revolving Credit Advance that the all or a portion of the proceeds of the
related Cdn. Revolving Credit Advance will be directly applied to pay any
obligation described in clause (ii) above, then such obligation will not be
counted in determining availability for such Advance.  The aggregate
of all Cdn. Revolving Credit Advances (including Advances under the Cdn.
Seasonal Facility) shall at no time exceed the Cdn. Maximum Amount.
  
  2.2.           Section
1.1(c)(ii) of the Credit Agreement is hereby deleted in its entirety and
replaced with the following:
  (ii)           For
the period from April 1 through July 31 of each calendar year, the US Revolving
Lenders shall establish (on a several and not joint or joint and several basis)
in favor of LLTC a seasonal overadvance revolving credit facility (the "US Seasonal
Facility") which shall be subject to the terms contained herein that are
applicable to the US Revolving Loan.  The  amount
outstanding under the US Seasonal Facility shall be in an amount not to exceed
(all as determined in US Dollars using, where applicable, the US Dollar
Equivalent Amount) the lesser of: (A) US $10,000,000 less amounts outstanding
under the Cdn. Seasonal Facility, or (B) 75% of the aggregate Fair Market Value
of the Cdn. Vessels owned by the Cdn. Credit Parties and the US Owned Vessels
less the aggregate of (i) the principal amount outstanding under the Cdn. Term
Loan, the principal amount outstanding under the US Term Loan and the principal
amount outstanding under the Engine Term Loan, (ii) the aggregate amount of the
obligations secured by Liens attaching to the Cdn. Vessels and the US Owned
Vessels that have priority to the Liens securing the Obligations, and (iii)
amounts outstanding under the Cdn. Seasonal Facility; provided, that if
LLTC has certified to the Agent in the applicable US Notice of Revolving Credit
Advance that the all or a portion of the proceeds of the related US Revolving
Credit Advance will be directly applied to pay any obligation described in
clause (ii) above, then such obligation will not be counted in determining
availability for such Advance.  The aggregate principal amount of all
US Revolving Credit Advances (including Advances under the US Seasonal Facility)
shall at no time exceed the US Maximum Amount.
  2.3.           Section
6.7 of the Credit Agreement is hereby amended by deleting therein to
"US$300,000" and replacing it with a reference to "US$500,000".
  2.4.           Annex
A to the Credit Agreement is hereby amended by deleting the definitions of
Capital Expenditures, EBITDA, Fixed Charge Coverage Ratio, Fixed Charges, Funded
Debt and Working Capital in their entirety and replacing them with the
following:
  "Capital Expenditures"
means, with respect to any Person, all expenditures (by the expenditure of cash
or the incurrence of Indebtedness) by such Person during any measuring period
for any fixed assets or improvements or for replacements, substitutions or
additions thereto, that have a useful life of more than one year and that are
required to be capitalized under GAAP; provided, that for
the purposes of paragraphs (a) and (d) of Annex G, (i) any
proceeds in excess of $15,000,000 arising in respect of either the warrant
exercise program of Rand or other capital securities issued by Rand which are
contributed to LLTC and applied thereby to reduce the outstanding balance of the
US Revolving Credit Facility shall be deducted from Capital Expenditures in the
year in which such amounts are so applied and (ii) Capital Expenditures shall
include both paid and accrued amounts, including such amounts relating to dry
dock expenses.
  2
  "EBITDA" means, with
respect to any Person for any fiscal period, without duplication, an amount
equal to (a) consolidated net income of such Person for such period, determined
in accordance with GAAP, minus (b) the sum of
(i) income tax credits, (ii) interest income, (iii) gain from extraordinary
items for such period, (iv) any aggregate net gain (but not any aggregate net
loss) during such period arising from the sale, exchange or other disposition of
capital assets by such Person (including any fixed assets, whether tangible or
intangible, all inventory sold in conjunction with the disposition of fixed
assets and all securities), and (v) any other non-cash gains that have been
added in determining consolidated net income, in each case to the extent
included in the calculation of consolidated net income of such Person for such
period in accordance with GAAP, but without duplication, plus (c) the sum of
(i) any provision for income taxes, (ii) Interest Expense, (iii) depreciation
and amortization for such period, (iv) amortized debt discount for such period,
(v) non-cash deferred transaction costs incurred as of the Original Closing Date
with respect to the transactions contemplated by the Original Credit Agreement
not to exceed $1,000,000 in the aggregate, (vi) any non-cash (valuation) losses
that have not been deducted in determining consolidated net income (including
losses on interest rate swap contract valuations, write-offs of intangible
assets to fair value, write-offs of goodwill to fair value and valuation
allowances for deferred taxes), in each case to the extent included in the
calculation of consolidated net income of such Person for such period in
accordance with GAAP, but without duplication, (vii) any non-cash lease
deferrals in such period and (viii) the amount of any deduction to consolidated
net income as the result of any grant of any Stock to any member of the
management or director of such Person, in each case to the extent included in
the calculation of consolidated net income of such Person for such period in
accordance with GAAP, but without duplication.  For purposes of this
definition, the following items shall be excluded in determining consolidated
net income of a Person: (1) the income (or deficit) of any other Person accrued
prior to the date it became a Subsidiary of, or was amalgamated or consolidated
into, such Person or any of such Person's Subsidiaries; (2) the income (or
deficit) of any other Person (other than a Subsidiary) in which such Person has
an ownership interest, except to the extent any such income has actually been
received by such Person in the form of cash dividends or distributions; (3) the
undistributed earnings of any Subsidiary of such Person to the extent that the
declaration or payment of dividends or similar distributions by such Subsidiary
is not at the time permitted by the terms of any contractual obligation or
requirement of law applicable to such Subsidiary; (4) any restoration to income
of any contingency reserve, except to the extent that provision for such reserve
was made out of income accrued during such period; (5) any write-up of any
asset; (6) any net gain from the collection of the proceeds of life insurance
policies; (7) any net gain arising from the acquisition of any securities, or
the extinguishment, under GAAP, of any Indebtedness, of such Person; (8) in the
case of a successor to such Person by consolidation or amalgamation or as a
transferee of its assets, any earnings of such successor prior to such
consolidation, amalgamation or transfer of assets; (9) any fees and
out-of-pocket expenses incurred in connection with the Second Amendment to
Amended and Restated Credit Agreement dated as of June 23, 2009; and (10) any
deferred credit representing the excess of equity in any Subsidiary of such
Person at the date of acquisition of such Subsidiary over the cost to such
Person of the investment in such Subsidiary.
  3
  "Fixed Charge Coverage
Ratio" means, with respect to any Person for any fiscal period, the ratio
of EBITDA less Capital Expenditures (excluding Capital Expenditures financed
through specifically arranged financings approved of by the Lenders in writing)
to Fixed Charges; provided, that for
calculations made as of the end of each Fiscal Year, Capital Expenditures
incurred in the first Fiscal Quarter of such Fiscal Year shall not be deducted
from EBITDA.
  "Fixed Charges" means,
with respect to any Person for any fiscal period, (a) the aggregate of all
Interest Expense paid or accrued during such period, plus (b) scheduled
payments of principal with respect to Indebtedness during such period, plus (c) Taxes paid
in cash with respect to such fiscal period (excluding franchise taxes paid which
are accounted for as a general and administrative expense and are included in
EBITDA), plus
(d) dividends paid in cash in such period in respect of the Preferred
Equity.
  "Funded Debt" means,
with respect to any Person, without duplication, all Indebtedness for borrowed
money evidenced by notes, bonds, debentures, or similar evidences of
Indebtedness and that by its terms matures more than one year from, or is
directly or indirectly renewable or extendible at such Person's option under a
revolving credit or similar agreement obligating the lender or lenders to extend
credit over a period of more than one year from the date of creation thereof,
and specifically including Capital Lease Obligations, current maturities of
long-term debt, revolving credit and short-term debt extendible beyond one year
at the option of the debtor, and also including, in the case of the Borrowers,
the Obligations and, without duplication, Guaranteed Indebtedness consisting of
guaranties of Funded Debt of other Persons, but excluding the guaranty by LLTC
of the Funded Debt of Voyageur Maritime Trading Inc.
  "Working Capital"
means, on a consolidated basis, Parent and its Subsidiaries' assets (excluding
cash balances, interest rate swap valuation assets and deferred income tax
assets) less current liabilities (excluding Revolving Loan Advances, interest
rate swap valuation liabilities, liabilities converted to equity and deferred
income tax liabilities).
  2.5.           Annex
G to the Credit Agreement is hereby amended by deleting paragraphs (a) and (c)
thereof in their entirety and replacing them with the following:
  (a)           Minimum Fixed Charge
Coverage Ratio.  Rand shall have on a consolidated basis, (i)
for the fiscal year to date periods then ended as of June 30, 2008, September
30, 2008, and December 31, 2008, a Fixed Charge Coverage Ratio for such fiscal
year to date period then ended of 2.90:1.00, 2.75:1.00 and 2.45:1.00,
respectively and (ii) at the end of each Fiscal Quarter set forth below, a Fixed
Charge Coverage Ratio for the 12-month period then ended of not less than the
following:
  Period
              RatioJune
      30, 2009 through December 31, 2011
              1.10:1.0March
      31, 2012 through December 31, 2012
              1.15:1.0March
      31, 2013 and for each Fiscal Quarter ending thereafter
              1.20:1.0
  4
  (c)           Maximum Senior Funded Debt
to EBITDA Ratio.  Rand shall have on a consolidated basis, at
the end of each Fiscal Year set forth below, a Senior Funded Debt to EBITDA
Ratio as of the last day of such Fiscal Year and for the 12-month period then
ended of less than the following:
  Fiscal
      Years
              RatioFiscal
      Year 2010
              3.50:1.0Fiscal
      Year 2011
              3.20:1.0Fiscal
      Year 2012 and
                each
      Fiscal Year ending thereafter
              3.00:1.0
  3.             Conditions to
Effectiveness.  The effectiveness of this Amendment Agreement
is expressly conditioned upon the execution of this Agreement by the Credit
Parties, the Agent and each Lender and the satisfaction of the following
conditions:
  (a)           Reaffirmation.  Each
Credit Party shall have executed and delivered the Reaffirmation of Guaranty in
the form of Exhibit
A attached hereto.
  (b)           Amendment
Fee.  The Borrowers shall have paid the Agent an amendment fee
of  0.50% times the aggregate Commitments, to be paid ratably among
the Lenders.
  (c)           Other
Documents.  The Borrowers shall provide such other documents,
instruments and agreements as the Agent may reasonably request.
  4.             Representations and
Warranties of the Credit Parties.
  4.1.           Each
of the Credit Parties represents and warrants that the execution, delivery and
performance by each of the Credit Parties of this Amendment Agreement and the
documents and instruments delivered in connection therewith have been duly
authorized by all necessary corporate action and that this Amendment Agreement
is a legal, valid and binding obligation of such Credit Party, enforceable
against such Credit Party in accordance with its terms, except as the
enforcement thereof may be subject to (a) the effect of any applicable
bankruptcy, insolvency, reorganization, moratorium or similar law affecting
creditors’ rights generally and (b) general principles of equity (regardless of
whether such enforcement is sought in a proceeding in equity or at
law).
  4.2.           Each
of the Credit Parties hereby certifies that each of the representations and
warranties contained in the Credit Agreement and the other Loan Documents (as
amended through the date hereof) is true and correct in all material respects on
and as of the date hereof as if made on the date hereof, except to the extent
that any such representation or warranty is stated to relate solely to an
earlier date, in which case such representation or warranty shall be true and
correct on and as of such earlier date.
  5
  5.             Reference to and Effect on
the Credit Agreement.
  5.1.           Upon
the effectiveness of this Amendment Agreement, each reference in the Credit
Agreement to "this Agreement," "hereunder," "hereof," "herein" or words of like
import and each reference to the Credit Agreement in each Loan Document shall
mean and be a reference to the Credit Agreement as amended hereby.
  5.2.           Except
as specifically amended above, all of the terms, conditions and covenants of the
Credit Agreement and the other Loan Documents shall remain unaltered and in full
force and effect and shall be binding upon the Credit Parties in all respects
and are hereby ratified and confirmed.
  5.3.           The
execution, delivery and effectiveness of this Amendment Agreement shall not
operate as a waiver of (a) any right, power or remedy of any Lender or the Agent
under the Credit Agreement or any of the other Loan Documents, or (b) any Event
of Default or Default under the Credit Agreement.
  6.             CHOICE OF
LAW.  THIS AMENDMENT AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE
WITH THE INTERNAL LAWS (AND NOT THE LAW OF CONFLICTS) OF THE STATE OF NEW
YORK.
  7.             Execution in
Counterparts.  This Amendment Agreement may be executed in any
number of counterparts and by different parties hereto in separate counterparts,
each of which when so executed shall be deemed to be an original and all of
which taken together shall constitute one and the same agreement.
  8.             Headings.  Section
headings in this Amendment Agreement are included herein for convenience of
reference only and shall not constitute a part of this Amendment Agreement for
any other purposes.
  [signature
page follows]
  6
  IN
WITNESS WHEREOF, the Credit Parties, the Agent and the Lenders have executed
this Amendment Agreement as of the date first above written.
  LOWER
      LAKES TOWING LTD.By:
                /s/
      Scott BravenerTitle:
                President
 LOWER
      LAKES TRANSPORTATION COMPANYBy:
              /s/
      Scott BravenerTitle:
              President GRAND
      RIVER NAVIGATION COMPANY, INC.By:
              /s/
      Laurence S. LevyTitle:
              Vice
      President RAND
      LOGISTICS, INC.By:
              /s/
      Joseph W. McHugh, Jr.Title:
              Chief
      Financial Officer
  
  RAND
      LL HOLDINGS CORP.By:
              /s/
      Laurence S. LevyTitle:
              President RAND
      FINANCE CORP.By:
              /s/
      Joseph W. McHugh, Jr.Title:
              Treasurer GENERAL
      ELECTRIC CAPITAL CORPORATION, as Agent, L/C Guarantor, Documentation Agent
      and LenderBy:
              /s/
      Joseph TunneyTitle:
              Duly
      Authorized Signatory NATIONAL
      CITY BANK, as Co-Syndication Agent and LenderBy:Title:
  
  NATIONAL
      CITY BANK, CANADA BRANCH, as LenderBy:Title: KBC
      BANK NV, as LenderBy:
              /s/
      Sandra T. JohnsonTitle:
              Managing
      Director By:
              /s/
      Robert SnaufferTitle:
              Managing
      Director