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.

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.

" 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, (i