LONG-TERM DEBT



		June 30, 2012		March 31, 2012
a)	Canadian term loan bearing interest at Canadian Prime rate plus 3.5% (3.5% at March 31, 2012) or Canadian BA rate plus 4.5% (4.5% at March 31, 2012) at the Company’s option. The loan is repayable until April 1, 2015 with current quarterly payments of CDN $936 and the balance due April 1, 2015. The term loan is collateralized by the existing and newly acquired assets of Lower Lakes, Grand River and Lower Lakes Transportation.	$	53,347	$	55,386

b)	Canadian engine term loan bearing interest at Canadian Prime rate plus 4.0% (4.0% at March 31, 2012) or Canadian BA rate plus 5.0% (5.0% at March 31, 2012) at the Company’s option. The loan is repayable until April 1, 2015 with current quarterly payments of CDN $133 until March 1, 2015 and the balance due April 1, 2015. The term loan is collateralized by the existing and newly acquired assets of Lower Lakes, Grand River and Lower Lakes Transportation.	5,762		6,015

c)	US term loan bearing interest at LIBOR rate plus 4.5% (4.5% at March 31, 2012) or US base rate plus 3.5% (3.5% at March 31, 2012) at the Company’s option. The loan is repayable until April 1, 2015 with current quarterly payments of US $704 commencing June 1, 2012, and the balance due April 1, 2015. The term loan is collateralized by the existing and newly acquired assets of Lower Lakes, Grand River and Lower Lakes Transportation.	41,529		42,233

d)	US term loan bearing interest at LIBOR rate plus 4.75% (4.75% at March 31, 2012) or US base rate plus 3.75% (3.75% at March 31, 2012) at the Company’s option. The loan is repayable until February 11, 2014 with quarterly payments of US $517 until December 31, 2013 and the balance due February 11, 2014. The term loan is collateralized by the existing and newly acquired assets of Black Creek.	28,933		29,967
		$	129,571	$	133,601
	Less amounts due within 12 months	9,599		9,686
		$	119,972	$	123,915

The effective interest rates on the term loans at June 30, 2012, including the effect from interest rate swap contracts, were 6.91% (6.91% at March 31, 2012) on the Canadian term loan, 6.31% (6.28% at March 31, 2012) on the Canadian engine loan and 6.21% (6.22% at March 31, 2012) on the US term loan. The actual interest rates charged without the effect of interest rate swap contracts were 5.81% (5.78% at March 31, 2012) on the Canadian term loan, 6.31% (6.28% at March 31, 2012) on the Canadian engine loan, 4.97% (4.98% at March 31, 2011) on the US term loan and 5.22% (5.31% at March 31, 2012) on the Black Creek US term loan.


14.	LONG-TERM DEBT (continued)

Principal payments are due as follows:

Twelve month period ending:



June 30, 2013	$	9,599
June 30, 2014	33,366
June 30, 2015	86,606
	$	129,571

On June 28, 2011, Lower Lakes Transportation, Lower Lakes and Grand River, the other Credit Parties thereto, General Electric Capital Corporation, as agent and a lender, and certain other lenders thereunder entered into a Fourth Amendment (the “Fourth Amendment”) to the Amended and Restated Credit Agreement dated as of February 13, 2008 (the "Amended and Restated Credit Agreement").

The Fourth Amendment provided for an increase of the Canadian dollar denominated term loan in the aggregate amount of CDN $4,000 to finance the acquisition of the Maritime Trader and added a customary anti-cash hoarding provision as a condition to further advances under the Amended and Restated Credit Agreement. The Fourth Amendment modified the Canadian revolving credit facility, the Canadian term loan and the Canadian swing line facility to bear an interest rate per annum, at the borrowers’ option, equal to (i) the Canadian Prime Rate (as such term was amended by the Fourth Amendment), plus 3.50% per annum or (ii) the BA Rate (as such term was amended by the Fourth Amendment) plus 4.50% per annum. The Fourth Amendment also modified the US revolving credit facility, the US term loan and the US swing line facility to bear an interest rate per annum, at the borrowers’ option, equal to, (i) LIBOR (as defined in the Amended and Restated Credit Agreement) plus 4.50% per annum, or (ii) the US Base Rate (as defined in the Amended and Restated Credit Agreement), plus 3.50% per annum. Under the Fourth Amendment, the Canadian “Engine” term loan bore interest at a rate per annum, at the borrowers’ option, equal to (i) the Canadian Prime Rate plus 4.00% per annum or (ii) the BA Rate plus 5.00% per annum. The Fourth Amendment extended the maturity of the commitments under the Amended and Restated Credit Agreement from April 1, 2013 until April 1, 2015.

On September 28, 2011, Lower Lakes, Lower Lakes Transportation and Grand River, as borrowers, Rand LL Holdings, Rand Finance and the Company, as guarantors, entered into the Second Amended and Restated Credit Agreement with General Electric Capital Corporation, as agent and a lender, and certain other lenders, which amended and restated the Amended and Restated Credit Agreement, as amended, in its entirety.

The Second Amended and Restated Credit Agreement continues the tranches of loans provided under the Amended and Restated Credit Agreement, and provides working capital financing, funds for other general corporate purposes and funds for other permitted purposes. The Second Amended and Restated Credit Agreement provides for (i) a revolving credit facility under which Lower Lakes may borrow up to CDN $13,500 with a seasonal overadvance facility of CDN $10,000, less the principal amount outstanding under the seasonal overadvance facility for Lower Lakes Transportation and a swing line facility of CDN $4,000 subject to limitations, (ii) a revolving credit facility under which Lower Lakes Transportation may borrow up to US $13,500 with a seasonal over advance facility of US $10,000, less the principal amount outstanding under the seasonal overadvance facility for Lower Lakes and a swing line facility of US $4,000, subject to limitations, (iii) a Canadian dollar denominated term loan facility under which Lower Lakes is obligated to the lenders in the amount of CDN $56,133 as of the date of the Second Amended and Restated Credit Agreement, (iv) the continuation of a US dollar denominated term loan facility under which Grand River is obligated to the lenders in the amount of US $17,233 as of the date of the Second Amended and Restated Credit Agreement, and (v) the continuation of a Canadian Dollar denominated “Engine” term loan facility under which Lower Lakes is obligated to the lenders in the amount of CDN $6,267 as of the date of the Second Amended and Restated Credit Agreement.


14.	LONG-TERM DEBT (continued)

Under the Second Amended and Restated Credit Agreement, the revolving credit facilities and swing line loans expire on April 1, 2015. The outstanding principal amount of the Canadian term loan borrowings will be repayable as follows: (i) quarterly payments of CDN $936 commencing December 1, 2011 and ending March 1, 2015 and (ii) a final payment in the outstanding principal amount of the Canadian term loan shall be payable upon the Canadian term loan facility’s maturity on April 1, 2015. The outstanding principal amount of the US term loan borrowings will be repayable as follows: (i) quarterly payments of US $367 commencing December 1, 2011 and ending on March 1, 2015 and (iii) a final payment in the outstanding principal amount of the US term loan shall be payable upon the US term loan facility’s maturity on April 1, 2015. The outstanding principal amount of the Canadian “Engine” term loan borrowings will be repayable as follows: (i) quarterly payments of CDN $133 commencing quarterly December 1, 2011 and ending March 1, 2015 and (iii) a final payment in the outstanding principal amount of the Engine term loan shall be payable upon the Engine term loan facility’s maturity on April 1, 2015.

Borrowings under the Canadian revolving credit facility, Canadian swing line facility and the Canadian term loan will bear an interest rate per annum, at the borrowers’ option, equal to (i) the Canadian Prime Rate (as defined in the Second Amended and Restated Credit Agreement), plus 3.50% per annum or (ii) the BA Rate (as defined in the Second Amended and Restated Credit Agreement) plus 4.50% per annum. Borrowings under the US revolving credit facility, US swing line facility and the US term loan will bear interest, at the borrowers’ option equal to (i) LIBOR (as defined in the Second amended and Restated Credit Agreement) plus 4.50% per annum, or (ii) the US Base Rate (as defined in the Second Amended and Restated Credit Agreement), plus 3.50% per annum. Borrowings under the Canadian “Engine” term loan will bear an interest rate per annum, at the borrowers’ option, equal to (i) the Canadian Prime Rate (as defined in the Second Amended and Restated Credit Agreement), plus 4.00% per annum or (ii) the BA Rate (as defined in the Amended and Restated Credit Agreement) plus 5.00% per annum. Obligations under the Second Amended and Restated Credit Agreement are secured by (i) a first priority lien and security interest on all of the borrowers’ and guarantors’ assets, tangible or intangible, real, personal or mixed, existing and newly acquired, (ii) a pledge by Rand LL Holdings of all of the outstanding capital stock of the borrowers and (iii) a pledge by the Company of all of the outstanding capital stock of Rand LL Holdings and Rand Finance. The indebtedness of each borrower under the Second Amended and Restated Credit Agreement is unconditionally guaranteed by each other borrower and by the guarantors, and such guaranty is secured by a lien on substantially all of the assets of each borrower and each guarantor.

On December 1, 2011, Lower Lakes Lower, Lakes Transportation, Grand River, and General Electric Capital Corporation, Inc., as Agent, entered into an amendment to the Second Amended and Restated Credit Agreement (the "Amendment"). The Amendment increased (i) the US Term Loan by US $25,000 (ii) the quarterly payments due under the US Term Loan from US $367 to US $704 beginning with the quarterly payment due in June 2012 and (iii) the seasonal overadvance revolving credit facility to US $12,000 subject to certain limitations. Additionally, the Amendment eliminated the quarterly payments due under the US Term Loan in December 2011 and March 2012. The Amendment also modified the definitions of “Capital Expenditures”, “Cdn. Vessels”, “EBITDA”, “Fleet Mortgage”, “Requisite Lenders”, “Requisite Revolving Lenders” and “US Owned Vessels” and amended the Minimum EBITDA, Maximum Senior Debt to EBITDA Ratio, Maximum Capital Expenditures, Minimum Appraised Value to Term Loan Outstandings and Minimum Liquidity covenants.

The Second Amended and Restated Credit Agreement, as amended, contains certain covenants, including those limiting the guarantors, the borrowers, and their subsidiaries’ ability to incur indebtedness, incur liens, sell or acquire assets or businesses, change the nature of their businesses, engage in transactions with related parties, make certain investments or pay dividends. In addition, the Second Amended and Restated Credit Agreement requires the borrowers to maintain certain financial ratios. Failure of the borrowers or the guarantors to comply with any of these covenants or financial ratios could result in the loans under the Second Amended and Restated Credit Agreement being accelerated.

As of June 30, 2012, the Company was not in compliance with the fixed charge coverage ratio and capital expenditures covenants contained in the Second Amended and Restated Credit Agreement, as amended. As discussed in Note 23, on July 31, 2012, the Company executed a Consent and Waiver Agreement with General Electric Capital Corporation, Inc., and its other lenders, in which its lenders waived such covenant breaches. As of June 30, 2012, the Company was otherwise in compliance with the covenants set forth in the Second Amended and Restated Credit Agreement, as amended.


14.	LONG-TERM DEBT (continued)

As a result of incurred and planned capital expenditures primarily relating to improvements to its acquired vessels, the Company anticipates being out of compliance with certain financial covenants contained in the Second Amended and Restated Credit Agreement, as amended, for one or more testing periods through June 30, 2013. The Company is in discussions with its lenders with regards to such covenant violations.

On February 11, 2011, Black Creek, as borrower and Black Creek Holdings, as guarantor, General Electric Capital Corporation, as agent and lender, and certain other lenders, entered into a Credit Agreement (the “Black Creek Credit

Agreement”) which (i) financed, in part, the acquisition of the Vessels by Black Creek described in Note 11, and (ii) provided funds for other transaction expenses. The Black Creek Credit Agreement provided for a US Dollar denominated senior secured term loan under which Black Creek borrowed US $31,000.

The outstanding principal amount of the term loan is repayable as follows: (i) quarterly payments of US $517 commencing June 30, 2012 and ending December 31, 2013 and (ii) a final payment in the outstanding principal amount of the term loan is payable upon the term loan maturity on February 11, 2014.

The term loan bears an interest rate per annum, at Black Creek’s option, equal to (i) LIBOR (as defined in the Black Creek Credit Agreement) plus 4.75% per annum, or (ii) the US Base Rate (as defined in the Black Creek Credit Agreement), plus 3.75% per annum.

Obligations under the Black Creek Credit Agreement are secured by (i) a first priority lien and security interest on all of Black Creek’s and Black Creek Holdings’ assets, tangible or intangible, real, personal or mixed, existing and newly acquired and (ii) a pledge by Black Creek Holdings of all of the outstanding capital stock of Black Creek. The indebtedness of Black Creek under the Black Creek Credit Agreement is unconditionally guaranteed by the guarantor, and such guarantee is secured by a lien on substantially all of the assets of Black Creek and Black Creek Holdings.

Under the Black Creek Credit Agreement, Black Creek will be required to make mandatory prepayments of principal on the term loan (i) in the event of certain dispositions of assets and insurance proceeds (as subject to certain exceptions), in an amount equal to 100% of the net proceeds received by Black Creek therefrom, and (ii) in an amount equal to 100% of the net proceeds to Black Creek from any issuance of Black Creek’s debt or equity securities.

On December 1, 2011, The Black Creek Credit Agreement was amended to change the payment due on March 31, 2012 to April 2, 2012, and the payment due on June 30, 2012 to July 2, 2012.

The Black Creek Credit Agreement, as amended, contains certain covenants, including those limiting the guarantor’s and Black Creek’s ability to incur indebtedness, incur liens, sell or acquire assets or businesses, change the nature of their businesses, engage in transactions with related parties, make certain investments or pay dividends. In addition, the Black Creek Credit Agreement requires Black Creek to maintain certain financial ratios. Failure of Black Creek or the guarantor to comply with any of these covenants or financial ratios could result in the loans under the Black Creek Credit Agreement being accelerated.

The Company was in compliance with covenants under the Black Creek Credit Agreement, as amended, as of June 30, 2012.