VESSEL ACQUISITIONS

On February 11, 2011, Black Creek and Black Creek Holdings entered into, and consummated the transactions contemplated by, an Asset Purchase Agreement (the “Asset Purchase Agreement”) with Reserve Holdings, LLC (“Reserve”), and Buckeye Holdings, LLC (“Buckeye” and, together with Reserve, the “Sellers”). Under the Asset Purchase Agreement, Black Creek purchased two articulated tug/barge units (the “Vessels”) for consideration consisting of (i) $35,500 cash paid at closing, (ii) $3,600 cash to be paid by Black Creek Holdings in 72 monthly installments of $50 beginning on April 15, 2011 (the "Deferred Payments"); (iii) a promissory note of Black Creek Holdings in the principal amount of $1,500 (the “Note”), as described below; and (iv) 1,305.963 shares of the Company’s common stock (the “Shares”).

The estimated fair values of assets acquired were as follows:



Current assets	$	94
Property and equipment	45,000
Other identifiable intangible assets	1,836
	$	46,930


11.	VESSEL ACQUISITIONS (continued)

The Asset Purchase Agreement provided for the Sellers to use their commercially reasonable efforts to seek the consent to the assignment to Black Creek of certain vessel transportation agreements pursuant to which the Sellers and their affiliates provide freight transportation services to third parties (each such agreement, a “VTA”). As of March 31, 2011, all of the VTAs had been assigned to Black Creek. The Asset Purchase Agreement also provided for Black Creek to assume the Sellers’ and their affiliates’ obligations relating to winter work and maintenance that was being performed on the Vessels at the time of their acquisition.

The Note, dated February 11, 2011, bore interest at a rate of 6% per annum, and all principal and interest thereon was due and paid on December 15, 2011.

On February 11, 2011, the Company entered into a guaranty (the “Guaranty”) to and for the benefit of each of the Sellers pursuant to which the Company guaranteed Black Creek Holdings’ obligations (i) to make the Deferred Payments and (ii) under the Note.

The acquisition of the Vessels was financed in part by the Black Creek credit agreement described in Note 14 and the issuance of shares of the Company’s common stock described in Note 17.

On July 21, 2011, Lower Lakes completed the acquisition of the MARITIME TRADER, a Canadian-flagged dry bulk carrier, pursuant to the terms of an asset purchase agreement, dated as of July 8, 2011, by and between the Company and Marcon International Inc., in its capacity as court-appointed seller of the vessel. Pursuant to the terms of such asset purchase agreement, Lower Lakes’ acquisition of such vessel was subject only to the final approval of the Federal Court of Canada, which approval was granted on July 15, 2011. Lower Lakes purchased such vessel for an aggregate purchase price of CDN $2,667 with borrowings under the Canadian term loan.

On October 14, 2011, Lower Lakes completed the acquisition of the bulk carrier M/V TECUMSEH (the "Tecumseh"), pursuant to the terms of an Asset Purchase Agreement, dated as of September 21, 2011, by and among Lower Lakes, Grand River and U.S. United Ocean Service, LLC ("USUOS"). Lower Lakes purchased the Tecumseh for $5,250, plus the value of the remaining bunkers and unused lubricating oils on board the Tecumseh at the closing of the acquisition. The acquisition was funded by the proceeds from the equity offering described in Note 17.

On December 1, 2011, Grand River entered into, and consummated the transactions contemplated by, an Asset Purchase Agreement (the “Barge Agreement”) with U.S. Bank National Association, as Trustee of the GTC Connecticut Statutory Trust, pursuant to which Grand River acquired a self-unloading barge “MARY TURNER” (the “Barge”). The purchase price for the Barge, together with the related stores and equipment, was $11,954 plus the value of the remaining bunkers and unused lubricating oils onboard the Barge at the closing of the acquisition.

Also on December 1, 2011, Grand River completed the acquisition of a tug “BEVERLY ANDERSON” (the “Tug”), pursuant to the terms of an Asset Purchase Agreement, dated as of September 21, 2011 (the “Tug Agreement”), by and between Grand River and USUOS. Grand River purchased the Tug for $7,796 plus the value of the remaining bunkers and unused lubricating oils on board the Tug at the closing of the acquisition.

The acquisitions of the Barge and the Tug were funded with additional borrowings under the US term loan as described in Note 14.