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

Summary

This amendment, dated December 27, 2006, modifies 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 a key deadline in Section 10.1(d) from January 31, 2006, to February 28, 2006. All other terms of the original agreement remain unchanged. The amendment is acknowledged and agreed to by all parties involved, including the Sellers' Representative, RBC Capital Partners.

EX-10.1 2 e600086_ex10-1.txt AMENDMENT, DATED DECEMBER 27, 2006 Rand Acquisition Corporation 450 Park Avenue, Suite 1001 New York, NY 10022 January 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 agreement dated December 29, 2005 (as amended, the "Agreement"). The parties to the Agreement hereby agree that Section 10.1(d) of the Agreement is hereby further amended to replace the reference to "January 31, 2006" therein with "February 28, 2006". 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 ACKNOWLEDGED AND AGREED: LL ACQUISITION CORP. ROYAL BANK OF CANADA, through its operating division, RBC /s/ Laurence S. Levy CAPITAL PARTNERS, in its capacity as - -------------------------------- Sellers' Representative under the Ageement Name: Laurence S. Levy Title: Chief Executive Officer By: /s/ Owen Trotter -------------------------------------- Name: Owen Trotter Title: Partner