SECOND AMENDED AND RESTATED CREDIT AGREEMENT Dated as of September 28, 2011 among LOWER LAKES TOWING LTD., as Cdn. Borrower, LOWER LAKES TRANSPORTATION COMPANY, as US Revolving Borrower, GRAND RIVER NAVIGATION COMPANY, INC., as US Term Borrower, THE...

1.	AMOUNT AND TERMS OF CREDIT		1
	1.1	Credit Facilities	1
	1.2	Letters of Credit	11
	1.3	Prepayments	12
	1.4	Use of Proceeds	15
	1.5	Interest and Applicable Margins	15
	1.6	Eligible Accounts	18
	1.7	Cash Management Systems	20
	1.8	Fees.	21
	1.9	Receipt of Payments	22
	1.10	Application and Allocation of Payments	22
	1.11	Loan Account and Accounting	23
	1.12	Indemnity	23
	1.13	Access and Audits	24
	1.14	Taxes	25
	1.15	Illegality	27
	1.16	Increased Costs and Reduction of Return	27
	1.17	Funding Losses	28
	1.18	Inability to Determine Rates	29
	1.19	Reserves on LIBOR Loans	30
	1.20	Certificates of Lenders	30
	1.21	Currency Matters	30
	1.22	Replacement of Lender	30
2.	CONDITIONS PRECEDENT		31
	2.1	Conditions to the Initial Loans	31
	2.2	Further Conditions to Each Loan	32
3.	REPRESENTATIONS AND WARRANTIES		33
	3.1	Corporate Existence; Compliance with Law	33
	3.2	Executive Offices, Collateral Locations	34
	3.3	Corporate Power, Authorization, Enforceable Obligations	34

	3.4	Financial Statements and Projections	34
	3.5	Material Adverse Effect	35
	3.6	Ownership of Property; Liens	36
	3.7	Labor Matters	36
	3.8	Ventures, Subsidiaries and Affiliates; Outstanding Stock and Indebtedness	37
	3.9	Government Regulation	37
	3.10	Margin Regulations	37
	3.11	Taxes	37
	3.12	No Litigation	38
	3.13	Canadian Pension Plans, Canadian Benefit Plans and ERISA Plans.	38
	3.14	Brokers	39
	3.15	Intellectual Property	39
	3.16	Full Disclosure	40
	3.17	Environmental Matters	40
	3.18	Insurance	41
	3.19	Deposit and Disbursement Accounts	41
	3.20	Government Contracts	41
	3.21	Customer and Trade Relations	41
	3.22	Bonding; Licenses	42
	3.23	Solvency	42
	3.24	Material Contracts	42
	3.25	Citizen of the United States	42
	3.26	Vessels	42
	3.27	Permitted Intercompany Indebtedness	43
	3.28	Time Charter Agreements	43
	3.29	Bareboat Charter Agreements	43
	3.30	Foreign Assets Control Regulations and Anti-Money Laundering	43
	3.31	Patriot Act	44
4.	FINANCIAL STATEMENTS AND INFORMATION		44
	4.1	Reports and Notices	44
	4.2	Communication with Accountants	45
5.	AFFIRMATIVE COVENANTS		45

	5.1	Maintenance of Existence and Conduct of Business	45
	5.2	Payment of Charges	45
	5.3	Books and Records	46
	5.4	Insurance; Damage to or Destruction of Collateral	46
	5.5	Compliance with Laws	47
	5.6	Supplemental Disclosure	48
	5.7	Intellectual Property	49
	5.8	Environmental Matters	49
	5.9	Landlords' Agreements, Mortgagee Agreements, Bailee Letters and Real Estate Purchases	50
	5.10	Further Assurances	50
	5.11	Vessels	50
	5.12	Interest Rate Protection	53
	5.13	OFAC; Counter-Terrorism; Patriot Act	53
	5.14	Depository Banks	53
6.	NEGATIVE COVENANTS		54
	6.1	Amalgamations, Mergers, Subsidiaries, Etc	54
	6.2	Investments; Loans and Advances	54
	6.3	Indebtedness	54
	6.4	Employee Loans and Affiliate Transactions	54
	6.5	Capital Structure and Business	55
	6.6	Guaranteed Indebtedness	55
	6.7	Liens	55
	6.8	Operating Leases	56
	6.9	Sale of Stock and Assets.	56
	6.10	Pension and Benefit Plans; ERISA Plans	56
	6.11	Financial Covenants	57
	6.12	Hazardous Materials	57
	6.13	Sale Leasebacks	57
	6.14	Restricted Payments	57
	6.15	Change of Corporate Name or Location; Change of Fiscal Year	58
	6.16	No Impairment of Intercompany Transfers	58
	6.17	Real Estate Purchases	58

	6.18	Material Contracts	58
	6.19	Lower Lakes Guarantee and Lower Lakes Mortgages	58
	6.20	Salt Water Operation	58
	6.21	Time Charters	59
	6.22	Bareboat Charter Agreements	59
	6.23	Capital/Corporate Structure	59
	6.24	Acquisitions	59
	6.25	Capital Expenditures	60
7.	TERM		60
	7.1	Termination	60
	7.2	Survival of Obligations Upon Termination of Financing Arrangements	60
8.	EVENTS OF DEFAULT; RIGHTS AND REMEDIES		60
	8.1	Events of Default	60
	8.2	Remedies	63
	8.3	Waivers by Credit Parties	63
9.	ASSIGNMENT AND PARTICIPATIONS; APPOINTMENT OF AGENT		64
	9.1	Assignment and Participations	64
	9.2	Appointment of Agents	66
	9.3	Agents' Reliance, Etc	67
	9.4	GE Capital and Affiliates	67
	9.5	Lender Credit Decision	68
	9.6	Indemnification	68
	9.7	Successor Agent	68
	9.8	Setoff and Sharing of Payments	69
	9.9	Advances; Payments; Non-Funding Lenders; Information; Actions in Concert	69
10.	SUCCESSORS AND ASSIGNS		73
	10.1	Successors and Assigns	73
11.	MISCELLANEOUS		74
	11.1	Complete Agreement; Modification of Agreement	74
	11.2	Amendments and Waivers.	74
	11.3	Fees and Expenses	76