LONG-TERM DEBT



		September 30, 2012		March 31, 2012
a)	Canadian term loan bearing interest at Canadian Prime rate plus 3.75% (3.5% at March 31, 2012) or Canadian BA rate plus 4.75% (4.5% at March 31, 2012) at the Company’s option. The loan is repayable until August 1, 2016 with quarterly payments of CDN $331 commencing December 1, 2012, increasing to CDN $662 commencing December 1, 2014 and the balance due August 1, 2016. (At March 31, 2012, under the Second Amended and Restated Credit Agreement, the loan was repayable until April 1, 2015, with quarterly payments of CDN$ 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, Lower Lakes Transportation and Black Creek.	$	53,884	$	55,386

b)	The Canadian engine term loan bore interest at Canadian Prime rate plus 4.0% at March 31, 2012 or Canadian BA rate plus 5.0% at March 31, 2012 at the Company’s option, until repaid at the closing of the Third Amended and Restated Credit Agreement. The Canadian Engine term loan was repayable until April 1, 2015 with quarterly payments of CDN $133 until March 1, 2015 and the balance due April 1, 2015. The Canadian Engine term loan was collateralized by the existing and newly acquired assets of Lower Lakes, Grand River and Lower Lakes Transportation.	—		6,015

c)	Grand River US term loan bearing interest at LIBOR rate plus 4.75% (4.5% at March 31, 2012) or US base rate plus 3.75% (3.5% at March 31, 2012) at the Company’s option. The loan is repayable until August 1, 2016 with quarterly payments of US $401 commencing December 1, 2012, increasing to $802 commencing December 1, 2014 and the balance due on August 1, 2016. (At March 31, 2012, under the terms of the Second Amended and Restated Credit Agreement, such loan was repayable until April 1, 2015, with quarterly payments of US $704 commencing June 1, 2012 and the balance due April 1, 2015). Such term loan is collateralized by the existing and newly acquired assets of Lower Lakes, Grand River, Lower Lakes Transportation and Black Creek.	64,127		42,233

d)	Black Creek 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 August 1, 2016 with quarterly payments of US $181 commencing December 1, 2012, increasing to US $362 commencing December 1, 2014, and the balance due August 1, 2016. (At March 31, 2012, under the Black Creek Credit Agreement, such loan was repayable until February 11, 2014 with quarterly payment of US $517 and the balance due February 11, 2014). Such term loan is collateralized by the existing and newly acquired assets of Lower Lakes, Grand River, Lower Lakes Transportation and Black Creek.	28,934		29,967
		$	146,945	$	133,601
	Less amounts due within 12 months	3,674		9,686
		$	143,271	$	123,915


14.	LONG-TERM DEBT (continued)

The effective interest rates on the term loans at September 30, 2012, including the effect from interest rate swap contracts, were 7.23% (6.91% at March 31, 2012) on the Canadian term loan, Nil (6.28% at March 31, 2012) on the Canadian engine loan, and 6.21% (6.22% at March 31, 2012) on the Grand River US term loan. The actual interest rates charged without the effect of interest rate swap contracts were 6.05% (5.78% at March 31, 2012) on the Canadian term loan, Nil (6.28% at March 31, 2012) on the Canadian engine loan, 5.17% (4.98% at March 31, 2012) on the US term loan, and 5.17% (5.31% at March 31, 2012) on the Black Creek US term loan.

Principal payments are due as follows:

Twelve month period ending:



September 30, 2013	$	3,674
September 30, 2014	3,674
September 30, 2015	7,347
September 30, 2016	132,250
	$	146,945

On August 30, 2012, Lower Lakes, Lower Lakes Transportation, Grand River Navigation and Black Creek, as borrowers, Rand LL Holdings, Rand Finance, Black Creek Holdings and the Company, as guarantors, General Electric Capital Corporation, as agent and Lender, and certain other lenders, entered into the Third Amended and Restated Credit Agreement which (i) amends and restates the Second Amended and Restated Credit Agreement in its entirety, (ii) continues the tranches of loans provided for under the Second Amended and Restated Credit Agreement, (iii) refinances the indebtedness of Black Creek under its existing credit facility and adds Black Creek as a U.S. Borrower, (iv) provides for certain new loans and (v) provides working capital financing, funds for other general corporate purposes and funds for other permitted purposes. The Third Amended and Restated Credit Agreement provides for (i) a revolving credit facility including letters of credit under which Lower Lakes may borrow up to CDN $13,500 with a seasonal overadvance facility of CDN $12,000, 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 overadvance facility of US $12,000 less the principal amount outstanding under the seasonal overadvance facility for Lower Lakes and a swing line facility of US $50, subject to limitations, (iii) the modification and continuation of an existing Canadian dollar denominated term loan facility under which Lower Lakes is obligated to the Lenders in the amount of CDN $52,979 as of the date of the Third Amended and Restated Credit Agreement (“CDN Term Loan”), (iv) the modification and continuation of a US dollar denominated term loan facility under which Grand River is obligated to the Lenders in the amount of $64,127 as of the date of the Third Amended and Restated Credit Agreement (“Grand River Term Loan”) and (v) a US dollar denominated term loan facility under which Black Creek is obligated to Lenders in the amount of $28,934 as of the date of the Third Amended and Restated Credit Agreement (“Black Creek Term Loan”).


14.	LONG-TERM DEBT (continued)

Under the Third Amended and Restated Credit Agreement, the revolving credit facilities and swing line loans expire on August 1, 2016. The outstanding principal amount of the CDN Term Loan borrowings will be repayable as follows: (i) quarterly payments of CDN $331 commencing December 1, 2012 and ending September 2014, (ii) quarterly payments of CDN $662 commencing December 1, 2014 and ending June 1, 2016 and (iii) a final payment in the outstanding principal amount of the CDN Term Loan upon the CDN Term Loan's maturity on August 1, 2016. The outstanding principal amount of the Grand River Term Loan borrowings will be repayable as follows: (i) quarterly payments of US $401 commencing December 1, 2011 and ending on September 1, 2014, (ii) quarterly payments of US $802 commencing December 1, 2014 and ending June 1, 2016 and (iii) a final payment in the outstanding principal amount of the Grand River Term Loan upon the Grand River Term Loan's maturity on August 1, 2016. The outstanding principal amount of the Black Creek Term Loan borrowings will be repayable as follows: (i) quarterly payments of US $181 commencing quarterly December 1, 2012 and ending September 1, 2014, (ii) quarterly payments of US $362 commencing December 1, 2014 and ending June 1, 2016 and (iii) a final payment in the outstanding principal amount of the Black Creek Term Loan upon the Black Creek Term Loan's maturity on August 1, 2016.

Borrowings under the Canadian revolving credit facility, Canadian swing line facility and the CDN Term Loan will bear an interest rate per annum, at the borrowers' option, equal to (i) the Canadian Prime Rate (as defined in the Third Amended and Restated Credit Agreement), plus 3.75% per annum or (ii) the BA Rate (as defined in the Third Amended and Restated Credit Agreement) plus 4.75% per annum. Borrowings under the US revolving credit facility, US swing line facility and the Grand River Term Loan and Black Creek Term Loan will bear interest, at the borrowers' option equal to (i) LIBOR (as defined in the Third amended and Restated Credit Agreement) plus 4.75% per annum, or (ii) the US Base Rate (as defined in the Third Amended and Restated Credit Agreement), plus 3.75% per annum. Obligations under the Third 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 other than Black Creek; (iii) a pledge by Black Creek Holdings of all of the outstanding capital stock of Black Creek; and (iv) a pledge by Rand of all of the outstanding capital stock of Rand LL Holdings, Rand Finance and Black Creek Holdings. The indebtedness of each borrower under the Third 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.

Under the Third Amended and Restated Credit Agreement, the borrowers will be required to make mandatory prepayments of principal on term loan borrowings (i) if the outstanding balance of the term loans plus the outstanding balance of the seasonal facilities exceeds the sum of 75% of the fair market value of the vessels owned by the borrowers, less the amount of outstanding liens against the vessels with priority over the lenders' liens, in an amount equal to such excess, (ii) in the event of certain dispositions of assets and insurance proceeds (all subject to certain exceptions), in an amount equal to 100% of the net proceeds received by the borrowers therefrom, and (iii) in an amount equal to 100% of the net proceeds to a borrower from any issuance of a borrower's debt or equity securities.

The Third Amended and Restated Credit Agreement 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 Third 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 Third Amended and Restated Credit Agreement being accelerated.

As a result of the amendment in the debt agreement discussed above, the Company recognized a loss on extinguishment of debt of $3,339 during the three and six month periods ended September 30, 2012, which is comprised of the deferred financing costs in connection with previously existing financing arrangements

The Company was in compliance with covenants under the Third Amended and Restated Credit Agreement, as of September 30, 2012.


14.	LONG-TERM DEBT (continued)

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 continued the tranches of loans provided under the Amended and Restated Credit Agreement, and provided working capital financing, funds for other general corporate purposes and funds for other permitted purposes. The Second Amended and Restated Credit Agreement provided for (i) a revolving credit facility under which Lower Lakes was able to 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 was able to 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 was 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 was 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 was obligated to the lenders in the amount of CDN $6,267 as of the date of the Second Amended and Restated Credit Agreement.

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


14.	LONG-TERM DEBT (continued)

Borrowings under the Canadian revolving credit facility, Canadian swing line facility and the Canadian term loan bore 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 bore 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 bore 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 were 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 was unconditionally guaranteed by each other borrower and by the guarantors, and such guaranty was 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, contained 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 required the borrowers to maintain certain financial ratios.

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


14.	LONG-TERM DEBT (continued)

The term loan bore 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 were 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 was 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 was 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, contained 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 required Black Creek to maintain certain financial ratios.