Amendment to Stock Purchase Agreement between Rand Acquisition Corporation, LL Acquisition Corp., and Stockholders of Lower Lakes Towing Ltd.

Summary

This amendment updates the Stock Purchase Agreement originally signed on September 2, 2005, between Rand Acquisition Corporation, LL Acquisition Corp., and the stockholders of Lower Lakes Towing Ltd. The amendment extends the agreement's deadline from February 28, 2006, to March 3, 2006, modifies certain payment obligations, and sets a fixed amount for the purchase price calculation. All other terms of the original agreement remain unchanged. The amendment is acknowledged and agreed to by all parties involved, including the Sellers' Representative, Royal Bank of Canada.

EX-2.1 2 e600230_ex2-1.txt AMENDMENT TO STOCK PURCHASE AGREEMENT Rand Acquisition Corporation 450 Park Avenue, Suite 1001 New York, NY 10022 February 27, 2006 To the Stockholders of Lower Lakes Towing Ltd. Re: Amendment to Lower Lakes Stock Purchase Agreement Ladies and Gentlemen, Reference is made to that certain Stock Purchase Agreement, dated as of September 2, 2005, among Rand Acquisition Corporation, LL Acquisition Corp. and the stockholders of Lower Lakes Towing Ltd. signatories thereto (the "Sellers"), as amended by letter agreements dated December 29, 2005 and January 27, 2006 (as amended, the "Agreement"). Capitalized terms used herein have the meanings ascribed to such terms in the Agreement. The parties to the Agreement hereby agree as follows: 1. Section 10.1(d) of the Agreement is hereby further amended to replace the reference to "February 28, 2006" therein with "March 3, 2006". 2. Except for payment obligations agreed to in writing by Purchaser as of date hereof and which shall be payable on the Closing Date, no party to the Agreement shall have any further rights or obligations under or pursuant to the agreement contained in the third to last paragraph of the above-referenced letter agreement dated December 29, 2005, and such agreement shall be of no further force or effect. 3. Notwithstanding the actual amount of the Payoff Amount (which actual Payoff Amount shall be satisfied by the Purchaser in accordance with the terms of the Agreement), the Purchase Price shall be computed as if the Payoff Amount equals $44,603,925. Except as set forth herein, all other terms and provisions of the Agreement shall remain unchanged and in full force and effect. Please acknowledge your agreement to the foregoing by executing this document in the space provided below. Sincerely, RAND ACQUISITION CORPORATION /s/ Laurence S. Levy - ------------------------------ Name: Laurence S. Levy Title: Chief Executive Officer LL ACQUISITION CORP. ACKNOWLEDGED AND AGREED: ROYAL BANK OF CANADA, /s/ Laurence S. Levy through its operating division, RBC - ------------------------------ CAPITAL PARTNERS, in its capacity as Name: Laurence S. Levy Sellers' Representative under the Agreement Title: Chief Executive Officer By: /s/ Tony Manastersky /s/ Owen Trotter --------------------------------------- Name: Tony Manastersky Owen Trotter Title: Managing Partner Partner