NTCL: Affidavit of Kyle Barsi

FORM 49
[RULE 13.19]
CLERK OFRiflteeitJ RT
FILED
APR 2 6
2ar6
CALGARY,ALBERTA
COURT FILE NUMBER
1601 - 05:
c1 56
COURT
COURT OF QUEEN'S BENCH OF ALBERTA
JUDICIAL CENTRE
CALGARY
IN THE MATTER OF THE COMPANIES'
CREDITORS ARRANGEMENT ACT,R.S.C. 1985,
c. C-36, as amended
AND IN THE MATTER OF A PLAN OF
ARRANGEMENT OF NORTHERN
TRANSPORTATION COMPANY LIMITED
DOCUMENT
AFFIDAVIT
ADDRESS FOR SERVICE AND

CONTACT INFORMATION OF
PARTY FILING THIS
DOCUMENT
BENNETT JONES LLP

Barristers and Solicitors
4500 Bankers Hall East
855 2nd Street SW
Calgary, Alberta T2P 4K7
Attention: Ken Lenz, Q.C.
Telephone No.: 403.298.3317
Fax No.: 403.265.7219
Client File No.: 72424.8
AFFIDAVIT OF KYLE BARSI

Sworn on April 25, 2016
I, Kyle Barsi, of Edmonton, Alberta, SWEAR AND SAY THAT:
1.
Northern Transportation Company Limited ("NTCL" or the "Applicant") brings an

application seeking relief under the Companies' Creditors Arrangement Act, R.S.C. 1985,
c. C-36, as amended (the "CCAA").
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2
2.
I am the Vice-President, Finance and sole director of the Applicant NTCL, As such, I
have personal knowledge of the matters hereinafter deposed to, save where stated to be
based on information and belief, in which case I verily believe the same to be true.
I.
RELIEF REQUESTED
3,
This Affidavit is made in support of an application by the Applicant for an Order (the
"Initial Order") pursuant to the CCAA,among other things:
(a)
declaring that the Applicant is an entity to which the CCAA applies;
(b)
staying all proceedings and remedies taken or that might be taken in respect of the
Applicant or any of its property, except as otherwise set forth in the Initial Order
or otherwise permitted by law;
(c)
authorizing the Applicant to carry on business in a manner consistent with the

preservation of its property and business;
(d)
appointing PricewaterhouseCoopers Inc, as the Monitor (the "Monitor") of the

Applicant in these proceedings and specifically granting permission in it to
assume this role pursuant to Section 11,7(2) ofthe CCAA;
(e)
granting the Administration Charge (as defined below), the Directors' Charge (as
defined below), the Interim Lender's Charge (as defined below), and the KERP
Charge (as defined below);
(t)
authorizing NTCL to borrow funds under the Interim. Loan (as defined below);
(g)
approving the Applicant's Key Employee Retention Plan ("KERP") as described

herein;
(h)
authorizing the Applicant to, with the consent of the Monitor and the Syndicate
(as defined below), pay for certain goods and services supplied to the Applicant
prior to the date ofthe Initial Order;
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(i)
requesting the aid, recognition and assistance of any court, tribunal, regulatory or
administrative body having jurisdiction in Canada or elsewhere to give effect to
the Initial Order;
(j)
sealing on the Court file Exhibits 5,6 and 12 to the Affidavit of Kyle Barsi; and
(k)
deeming service of the Application for the Initial Order to be good and sufficient.
4,
The Syndicate, which is the Applicant's first priority secured creditor, does not oppose
the relief sought in this application, including the charges proposed to be granted herein,
H.
BACKGROUND
5.
NTCL is a corporation incorporated under the Canada Business Corporations Act, R.S.C.
1985, c, C.-44 which has its head office in Alberta. Established in 1934, NTCL is
Canada's oldest Arctic marine operator, and is among Canada's largest barging
companies. Since 1934, it has provided reliable and critical marine transportation
services to remote northern communities and resource exploration projects in the
Northwest Territories and across the Northern Arctic, as far west as Prudhoe Bay, Alaska,
and as far east as Taloyoak, Nunavut.
A.
Corporate Structure
6.
NTCL is a subsidiary of NorTerra Inc, ("Norterra"), a holding company with no

operations, which is in turn owned by Inuvialuit
Corporation ("IDC"). IDC
Development
is an investment company wholly owned by Inuvialuit Regional Corporation ("IRC")

which is owned by and operates for the benefit of the Inuvialuit in Canada's north. 100%
of the Class B (voting) shares of NTCL are held by Norterra and 100% of the Class A
(non-voting) shares of NTCL are held by IDC.
7.
The IDC's mandate has a number of elements., but includes building and preserving a
diversified asset base to generate sustainable financial returns for the benefit of future
generations of Inuvialuit.
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4
8,
IDC is an owner, joint venture partner or investor in more than 20 companies with
operations in the Western Arctic, and contributes significantly to the economy and
livelihood of the Inuvialuit. Unfortunately, as detailed below, IDC has had to financially
support NTCL in excess of several million dollars per year in recent years and it cannot
continue such support, consistent with its mandate to protect and preserve funds for
future generations ofthe Inuvialuit,
9.
NTCL has one active wholly owned subsidiary, Beaufort Delta Petroleum Corporation
("Beaufort") whose primary activities are the purchase, storage and sale of petroleum
products from producers to NTCL, who then sells the product to the end user. Beaufort
has two main secured creditors: Canadian Imperial Bank of Commerce ("CIBC") and the
Northwest Territories Business Development and Investment Corporation. CIBC
currently provides Beaufort with a line of credit up to $10,000,000, secured against fuel
and other petroleum products purchased for sale. In addition, Beaufort has a $1,940,000
($1,8 million remaining) loan from the Northwest Territories Business Development and
Investment Corporation, secured first against a fuel storage facility among other items,
and second on other property, which is current and proposed to be kept current in these
proceedings. Finally, Beaufort has guaranteed the Syndicate Facility, as described below,
which guarantee the Syndicate has agreed to not call subject to the terms of a
Forbearance Agreement, described below.
10.
NTCL also has investments in two companies: MacKenzie Integrated Tubular Solutions
Inc, and Arctic Module Inland Transportation Ltd, Neither of these companies remain
active or have any material assets,
11,
An organization chart of the Applicant, its parent, subsidiary and sister companies is
attached as Exhibit "1" to this Affidavit, For certainty, only NTCL is seeking to be an
Applicant in these proceedings and none of the other companies are sought to be affected,
B.
NTCL Business and Operations
12,
NTCL's core businesses are:

(a)
marine cargo transportation, and
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5
(b)
13.
operating the largest shipyard in Canada's north,
These businesses are largely complementary, but also have a number of lcey differences.
Each year, NTCL delivers hundreds of tons of cargo, including fuel, food, clothing,
hardware, vehicles and-other necessities for life to remote northern communities. Due to
freezing temperatures for much of the year, its primary shipping season runs from June to
October. Cargo primarily moves along NTCL's traditional tug and barge route from Hay
River, which is home to NTCL's loading terminal and large shipyard. Attached as
Exhibit "2" is a 2013 brochure which details some information about NTCL and
includes a map of NTCL's shipping routes- NTCL has serviced in past sailing seasons.
14,
NTCL owns and operates 12 marine tugs and more than 60 dual purpose (fuel and deck
cargo) barges, the largest of which,the NT 12000, is a 400 foot by 100 foot barge capable
of handling large equipment or over 1000 TEU containers,
15,
NTCL is also a licensed fuel handler and carrier. NTCL sources fuel from around the
world and transports it to customers in the western and eastern Arctic. Its fleet of Arcticcapable barges are designed to transport and store fuel in the challenging delivery
conditions.of Canada's north,
16,
NTCL's 25 hectare loading terminal, shipyard, and fleet maintenance facility in Hay
River provides a broad array of standard marine services: a Syncrolift to pull the tugs,
barges and other ships onto land for maintenance and repair; a fully equipped, high
pressure steel fabrication shop; a large f- reight handling terminal with heavy-lift cranes
and a fleet of shipping containers; a fully-equipped heavy and light duty mechanical
services shop; industrial and marine supplies, rental equipment and sales and service for
electronic equipment.
17.
NTCL's 1200-ton capacity Syncrolift and rail transfer system allows for the movement of
tugs and barges from the water into dry land maintenance bays, where vessels are
maintained or upgraded, in preparation for the next shipping season. Once the work is
completed, vessels can be relaunched with the Syncrolift, or stored in the shipyard for the
winter, The Syncrolift is capable of handling any size of river and coastal vessels
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6
currently operating in the north, For example NTCL's maintenance crews provide
professional marine maintenance and repair services to Canadian Coast Guard vessels
and other northern marine operators,
18,
NTCL's shipyard also has a steel fabrication facility that, in addition to tug and barge
repair and maintenance, builds bridge spans, drill rig superstructures and oversized water
and fuel tanks, NTCL's steel fabrication shop has manufactured bridge spans to upgrade
river and creek crossings for the Mackenzie Valley winter road for the Government of the
Northwest Territories, NTCL has manufactured and assembled drilling rig
superstructures, then transported them down the Mackenzie River to the Beaufort Sea and
across the Arctic coast as far as the Alaska North Slope, NTCL's shipyard is also
equipped to offer oil spill containment and clean-up and a number of other services.
19,
The Applicant's steel fabrication unit has two industrial maintenance ship bays, one 70
feet wide by 300 feet long, and the other 60 feet wide by 280 feet long. The bay doors
open to 65 feet high by 65 feet wide and 42 feet wide, Both bays are equipped with two,
20-ton overhead track cranes, A rail transfer system moves large modules, tugs and
barges in and out ofthe bays.
C.
Directors and Executive Officers
20,
The officers of NTCL are:

(a)
William Smith Vice President, Logistics and Business Development; and
(b)
Kyle Barsi Vice President, Finance,
21,
Norterra, IDC and IRC have independent officers and directors.
D.
Employees
22.
In addition to approximately 17 full-time, year-round employees, NTCL employs

approximately 150 additional people during the annual 5 month sailing season,
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7
23.
With respect to the employees, NTCL is party to collective agreements with three unions:
Public Services Alliance of Canada, the Seafarer's International Union of Canada and the
Canadian Merchant Service Guild.
E.
Pension Plan
24.
NTCL also maintains and administers a Pension Plan for its current and former
employees. This Pension Plan contains both a defined benefit component, which is
significantly underfunded, and a defined contribution component. Since 2011, NTCL has
contributed approximately $14,900,000 to try to eliminate the pension deficit in addition
to required annual payments. Notwithstanding these payments, the actuarial estimate of
the deficit is presently in excess of S19,000,000. NTCL expects to take steps to ensure
the beneficiaries of the Pension Plan have independent representation in these
proceedings.
F.
Bank Accounts and Cash Management
25,
All of NTCL's bank accounts are with a member ofthe Syndicate, or CIBC, in Canada.
26.
All of NTCL's revenues, together with funds borrowed under the DIP Financing Term
Sheet (as defined below), are proposed to be used to pay NTCL's operating and
administrative costs and expenses, and to eventually repay the DIP Financing Term
Sheet,
III.
CURRENT CIRCUMSTANCES
27.
NTCL's Non-Consolidated Financial Statements as of December 31, 2015 are appended

as Exhibit "3", While these statements are not audited, I believe they accurately
represent NTCL's financial picture.
28.
The Statement of Operations for NTCL shows an aggregate net loss from operations of
$29,365,000 for the 2015 fiscal year. NTCL's 2015 loss from operations alone was
$5,401,000, Although certain efficiencies have been realized in the past 6 months, it is
anticipated that NTCL will continue to lose significant amounts of money absent the
proposed restructuring being developed in these proceedings,
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8
A.
Assets
29,
As at December 31, 2015, NTCL had total assets with a book value of $44,898,000. The
assets included current assets with a book value of $6,918,000 and non-current assets
with a book value of $37,980,000,
30.
Current assets were primarily accounts receivable ($4,619,000), inventory ($1,556,000)

and prepaid expenses and deposits ($743,000).
31.
Non-current assets were NTCL's property and marine equipment ($33,352,000) and its
investment in Beaufort ($4,591,000) and intangibles (537,000).
32,
The book value set out in the financial statements is not necessarily reflective of the
market value ofthe assets and NTCL is investigating these values at this time.
B.
Liabilities
33,
As at December 31, 2015, NTCL had total liabilities of $120,681,000, well in excess of
$44,898,000 book value of NTCL's assets. A general diagram of the debt structure of
NTCL is appended to this Affidavit as Exhibit "4".
34.
Of those liabilities, 571,954,000 was in respect of the Credit Agreement (as defined
below), $32,390,000 was in respect of loans from IDC (as defined below) through
Norterra, and $9,724,000 in respect of a capital lease on certain vessels from ITB Marine
Group Ltd. ("ITB"),
35.
The Credit Agreement with Norterra as borrower and NTCL as guarantor is in default,
but such default is agreed to not be enforced pursuant to a Forbearance Agreement with
the Syndicate, a copy of which is appended as Confidential Exhibit "5".
The
Forbearance Agreement contains confidential information the disclosure of which could

be harmful to the restructuring of NTCL, and also information regarding Norterra and its
other subsidiaries that could adversely affect these parties, and accordingly NTCL is
asking that this document be sealed on the Court file,
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9
i. Credit Facility
36,
Pursuant to the Fourth Amended and Restated Syndicated Credit Agreement dated
October 16, 2015 (the "Credit Agreement"), Norterra entered into a credit facility with a
lending syndicate comprised of The Bank of Nova Scotia, HSBC Bank Canada and
Canadian Western Bank (collectively, the "Syndicate"), with The Bank of Nova Scotia
acting as the Administrative Agent. A copy of the Credit Agreement (without exhibits
and schedules) is attached as Confidential Exhibit "6" to this Affidavit, NTCL is
requesting that this Exhibit be sealed for the same reasons as the Forbearance Agreement,
37.
The Credit Agreeinent is guaranteed in full by many of the wholly-owned direct

subsidiaries of Norterra, and in particular, by NTCL, The NTCL guarantee is secured by
a first priority security interest on substantially all the property and assets of NTCL. A
copy of the guarantee and general security a,greeinent is appended as Exhibit "7" to this
Affidavit,
38,
If called, the principal amount owing under the Credit Agreement would be
approximately $71,954,000, and it is acknowledged to be in default. As set out above, a
Forbearance Agreeinent is in place,
39,
The Credit Agreeinent is governed by the laws of the Province of Alberta.

ill. ITB Capital Lease
40.
In 2013, NTCL entered into an Asset Purchase and Lease Agreeinent with ITB, whereby
it agreed to finance by way of lease the purchase of 15 vessels, Monthly payments are
$233,000 and continue until 2018. As of December 31, 2015, $9,724,000 remained to be
paid on the lease, The book value of the marine assets was $9,869,000 and the actual
value is now in the process of being ascertained, NTCL made the payments for February
and March 2016 on April 18, 2016, but as these payments were made later than usual (but
arguably within the terms of the Asset Purchase and Lease Agreement) ITB has claimed
NTCL is in default, which NTCL disputes.
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- 10 iv. Intercompany Loan

41.
In recent years, NTCL has been significantly financially supported by its parent Norterra,
ultimately thrOugh IDC. As at December 31, 2015, the total principal amount of
shareholder loans outstanding is $32,390,000. This loan bears interest at discretionary
charged rates and during 2015 Norterra charged NTCL interest at prime (2.7%) plus
3.5%. The loan has no fixed terms of repayment. It is secured by a charge on NTCL's
personal property, subordinate to other security.
v. Equipment Lessors and Other Secured Parties
42,
The Syndicate and ITB are the primary unrelated secured creditors of the Applicant.
There are also some non-material equipment leases. Personal Property Security Act
registrations from the jurisdictions in which NTCL operates, being Alberta, Northwest
Territories, Nunavut, Manitoba and Newfoundland ("PPSA Registrations") are attached
as Exhibit "8" to this Affidavit,
vi. Legal Proceedings
43,
To the best of my knowledge, NTCL has one lawsuit in which. it is plaintiff against CAI
Group of Companies.
IV.
EVENTS LEADING TO THE APPLICANT'S CURRENT CIRCUMSTANCES
A.
Origins of NTCL
44.
NTCL was founded in 1934 as a Crown corporation, and it was not until 1985 that it was
acquired by Norterra, at the time owned by IDC and Nunasi Corporation. IDC bought
out the interest of Nunasi Corporation in 1986. As a former Crown corporation, NTCL
had some attributes that would prove to make profitable operation difficult, including
collective agreement terms appropriate to a federal government enterprise and a defined
benefit pension plan.
45,
In recent years, NTCL's viability has been challenged largely as a result of external
factors, including the following:
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(a)
Low interest rates have made it difficult to maintain the pension plan, resulting in
a significant deficit and ongoing accrued contributions;
(b)
New rules stemming from increased traffic in Arctic waters have required marine
vessels to have double hulls, increasing the costs;
(c)
Low water levels in the MacKenzie delta due to extra-territorial hydro-electric

projects and other industrial projects have required the use of more barges, fuel
and personnel for the same volume of goods;
(d)
Mining and oil and gas exploration activity has declined;
(e)
The expansion of infrastructure, and. in particular, the MacKenzie Highway, has

created new forms of competition for NTCL's customers; and
(f)
Overall costs, including wages, equipment, fuel and maintenance have increased
disproportionately with revenue,
B.
Strategic Review Process
46,
In November 2015, NTCL with the assistance of IDC engaged Blackhill Partners to
evaluate its operations and consider strategic alternatives (the "Strategic Review
Process"), Blackhill is a Dallas-based group of investment bankers and restructuring
professionals with extensive experience in evaluating and assisting companies in distress,
47,
The Strategic Review Process has to date largely focused on steps that might be taken
internally to address NTCL's lack of profitability, including rationalizing debt levels,
terminating or renegotiating agreements, improving management structures, and so on,
With the advice of Blackhill, NTCL has concluded that an internal restructuring, if it is
possible at all, is only possible in a process like these CCAA proceedings.
48,
To date, NTCL has implemented various other cost-savings initiatives, including:

(a)
reducing its capital expenditure budget:from $3.7 to $2.2 million;
(b)
reducing its operating costs by approximately $2 million;
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12 -
49.
(0)
scaling down operations to focus on NTCL's core business ih the MacKenzie

River and Inuvialuit Settlement Region; and
(d)
continuing to renegotiate unfavourable contracts.
In the coming weeks, NTCL, with the assistance of Blackhill and the Monitor, intends to
pursue internal restructuring initiatives, and concurrently to evaluate the appropriateness
and structure of a sales and solicitation process for some or all of the assets and
undertaking of NTCL. This process is necessarily complicated by the need to consider
the interests of numerous stakeholders and objectives in addition to business interests. It
is expected to be started in the next 30 to 60 days,
V.
SUMMARY OF THE APPLICANT'S EXPECTED CCAA PROCEEDING
50.
The objective of these proceedings is to first attempt to restructure NTCL as a going

concern, or alternatively, to consider, and if appropriate, sell all or part of the business,
Ultimately, NTCL hopes to preserve jobs, continue the important work it does serving
Northern communities, and reduce the liability owing to the Syndicate.
VI,
THE APPLICANT MEETS THE CCAA STATUTORY REQUIREMENTS
A.
NTCL is a "Company" under the CCAA
51.
NTCL is a corporation incorporated under the CBCA, and accordingly is a company to

which the CCAA applies.
B.
NTCL has Claims Against it in Excess of $5 Million
52.
As discussed above, NTCL has claims against it well in excess of $5 million.
C.
NTCL is Insolvent
53.
I am advised by Ken Lenz of Bennett Jones LLP that under section 2 of the Bankruptcy
and Insolvency Act ("BIA"), an insolvent person is one whose liabilities to creditors
exceeds $1,000 and (i) is for any reason unable to meet his obligations as they generally
become due, (ii) has ceased paying his current obligations in the ordinary course of
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- 13 business as they generally become due, or (iii) the aggregate of whose property is not, at
a fair valuation, sufficient, or, if disposed of at a fairly conducted sale under legal
process, would not be sufficient to enable payment of all his obligations, due and
accruing due.
54.
As set out in the financial statements appended as Exhibit 3, the value of NTCL's assets
are less than its liabilities, and it does not have sufficient current assets to meet its current
liabilities without financial assistance.
VII.
URGENT NEED FOR RELIEF UNDER THE CCAA
55.
The Applicant does not have sufficient liquid assets to repay all amounts owing in respect
of the Credit Facility, nor does it have sufficient assets to pursue the 2016 sailing season.
Accordingly, a stay of proceedings and interim financing is essential to maintain the
status quo in order to preserve the value of the Applicant's business and assets, and to
ensure that no creditor of NTCL obtains preferred treatment relative to other creditors,
56.
On April 25, 2016, the director of NTCL resolved to grant authority to management to,
among other things, approve the commencement ofthese proceedings under the CCAA.
A.
Stay of Proceedings
57.
The Applicant needs a stay of proceedings to (I) maintain the status quo in order to
preserve the value of NTCL and to ensure that no creditor obtains preferred treatment
relative to other creditors, and (ii) to provide NTCL with the opportunity to complete a
restructuring or sale for the benefit of all of the Applicant's stakeholders.
13.
Appointment of Monitor
58.
I believe that PricewaterhouseCoopers Inc. ("PWC" or the "Monitor") is qualified and

competent to act as Monitor in the CCAA proceedings of NTCL. PWC is the auditor of
Norterra, and its affiliates on a consolidated basis. PWC files tax returns for NTCL but
provides no other accounting or assurance services. It is well-suited to the role of
Monitor, and NTCL seeks the Court's leave to have it act in this capacity for a number of
reasons, including the following:
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- 14 (a)
the senior secured creditor, being the Syndicate, does not object to PWC as
Monitor;
(b)
PWC has significant knowledge of the business of NTCL, which is unique, and
this combined with extensive experience and a national platform will result in
sufficient cost reductions; and
(c)
both shareholders of NTCL believe PWC is the most appropriate company for this
role,
59.
Attached as Exhibit "9" to this Affidavit is a copy of a Consent to Act as Monitor signed
by PWC,
60,
I understand that PWC will be filing a Pre-Filing Report with this Honourable Court as
proposed Monitor in conjunction with the Applicant's request for relief under the CCAA,
C.
Payments During CCAA Proceeding
61,
During the course of this CCAA proceeding, NTCL intends to make payments for goods
and services supplied post-filing as set out in the cash flow projections referred to below
and as permitted by the Initial Order.
62.
Additionally, NTCL seeks the Court's approval to pay certain critical suppliers for the
provision of goods and services prior to the date of the Initial Order in an aggregate
amount not to exceed $436,500, Any such payments would only be made with the
consent of the Monitor and the Syndicate,
63.
There are a small number of goods and services suppliers that are critical to the ongoing
operations of NTCL,and whose continued, uninterrupted provision of goods and services
is crucial to allowing NTCL to continue its business operations and preserve the value of
the business operations, NTCL operates in an environment where ready alternatives are
not always available, and failure to pay certain suppliers may cause significant disruption,
64.
In my view, given the importance of these critical suppliers in allowing NTCL to

continue operations, the potential disruption to the business operations should they not
WSLEGAL\052341\00007\13425934y7
- 15 continue to be paid in the ordinary course (and possibly withhold their goods and services
while C,O,D, terms or other arrangements were put in place) could be material and could
affect the cash flow forecast in a very material and negative way.
65.
IDC as the Interim Lender is prepared to support such payments being made, if required
and approved by the Monitor,
D.
Administration Charge
66.
It is contemplated that the Monitor, counsel to the Monitor, counsel to NTCL and the
Syndicate's counsel and financial advisor Ernst & Young Inc. would be granted a first
priority Court-ordered charge on the assets, property and undertaking of NTCL in priority
to all other charges (the "Administration Charge") up to the maximum amount of
$500,000 in respect of their respective fees and disbursements in connection with these
proceedings, NTCL believes the Administration Charge is fair and reasonable in the
circumstances.
67,
NTCL requires the expertise, knowledge and continuing participation of the proposed
beneficiaries of the Administration Charge in order to complete a successful
restructuring. I believe the Administration Charge is necessary to ensure their continued
participation.
E.
Interim Financing & Interim Lender's Charge
68.
As set out in the cash flow forecast attached as Exhibit "10" to this Affidavit, the
Applicant's principal use of cash during these proceedings will consist of the payment of
ongoing day-to-day operational expenses, office related expenses, and the professional
fees and disbursements in connection with the CCAA proceedings. As indicated in the
cash flow forecast, it is projected that NTCL will require additional credit during the
CCAA proceedings, which credit will be repaid at the end of the sailing season, NTCL
and IDC consider it critical that NTCL continue as a going concern, both to preserve its
value, and to ensure that Northern residents have critical supplies.
WSLEGAL\052341\00007\134259307
- 16..
69.
NTCL proposes to obtain such additional credit pursuant to an interim financing loan
facility (the "Interim Loan") from IDC pursuant to the Interim Financing Credit
Agreement attached as Exhibit "11" to this Affidavit (the "DIP Financial Term Sheet
"), the material terms of which include, among other things:
70.
(a)
A maximum credit amount of up to $9,300,000 (the "Maximum Amount");
(b)
An interest rate equal to the Prime (as defined in the DIP Financing Term Sheet)
plus 3.50%;
(c)
A maturity date of eight months from the date of the Initial Order.
It is contemplated that the Interim Lender would be granted a first priority Court-ordered
charge on the property of NTCL in priority to all other charges other than the
Administration- Charge (the "Interim Lender's Charge") and also subordinate to
Permitted Priority Liens as such term is defined in the DIP Financing Term Sheet. I have
been advised by the Interim Lender that it will not provide the Interim Loan if the Interim
Lender's Charge is not granted.
71,
The financing provided by the Interim Lender is essential to a successful restructuring of

NTCL, Given the current :financial situation of the Applicant (including its cash position
and the lack of availability of alternate financing), NTCL believes the Interim Loan is the
best alternative for it and its stakeholders in the circumstances.
Accordingly, the
directors of NTCL exercised their business judgment to accept the terms in the DIP
Financing Term Sheet, NTCL believes the DIP Financing Term Sheet and the Interim
Lender's Charge is fair and reasonable in the circumstances.
F.
Directors' Charge
72.
It is contemplated that NTCL's director would be granted a third priority Court-ordered

charge (the "Directors' Charge") on the assets, property and undertakings of the
Applicant in priority to all other charges other than the Administration Charge and the
Interim Lender's Charge up to the maximum amount of $500,000. The Applicant
believes the Directors' Charge is fair and reasonable in the circumstances,
WSLEGAL\05234 MO007\134259347
-1773,
A successful restructuring of the Applicant will only be possible with the continued
participation of the beneficiary of the Directors' Charge. I have specialized expertise and
relationships with NTCL's stakeholders, In addition, I have significant knowledge that
cannot be easily replicated or replaced.
74.
NTCL maintains an insurance policy in respect of the potential liability of its directors
and officers (the "D&O Insurance Policy"), Although the D&O Insurance Policy
insures the directors and officers for certain claims that may arise against them in their
capacity as directors and/or officers, coverage is subject to several exclusions and
limitations and there is a potential for insufficient coverage in respect of potential director
and officer liabilities. The director and officers have expressed their desire for certainty
with respect to potential personal liability if they continue in their current capacities in
the context of a CCAA proceeding.
G,
KFRP Charge
75.
In anticipation of NTCL's insolvency proceedings, the Applicant agreed to a KBRP to

incentivize and retain certain employees,
76.
The key elements ofthe KBRP are:

(a)
A total of 8 employees will be paid a bonus ranging from 10-25% of their salary
(the "Retention Bonus");
(b)
(c)
The Retention Bonus will be payable in tranches as follows:

(i)
20% on June 30, 2016;
(ii)
30% on August 31, 2016;
(iii)
50% on the earlier of the end of the CCAA process or October 31, 2016;
Payment of the bonus will be subject to the employee continuing to be employed

on certain terms.
WSLEGAL\052341\00007\13425934v7
-1877.
Now shown to me and marked as Exhibit "12" to this Affidavit is a copy of a

spreadsheet that contains further details about the KERP and details of the names of key
employees, their annual salaries and the payments that will be made to them under the
KERP (the "Confidential Summary"), along with a form of letter to each employee.
The Confidential Summary contains sensitive commercial information, the disclosure of
which would be very harmful to the Applicant's commercial interests, the Sale
Solicitation Process, and the privacy interests of the Applicants employees, Therefore,
the Applicant are asking that the Confidential Summary in Exhibit "12" be sealed on the
Court file.
78.
The Monitor has indicated its support for the KERP and the Syndicate is not objecting,
79.
It is contemplated that the beneficiaries under the KERP would be granted a fourth
priority Court-ordered charge on a trust fund. set up by the .Applicant from proceeds of the
DIP Lender's Charge up to the maximum amount of $100,000 in respect of the KERP
(the "KERP Charge"), NTCL believes the KERP Charge is fair and. reasonable in the
circumstances,
80.
Based on the books and records of NTCL and the PPSA Registrations searches conducted
by counsel to the Applicant, the only secured creditor which is likely to be affected by the
Administration Charge, the Interim Lender's Charge, the Directors' Charge and the KERP
Charge is the Syndicate, which in the circumstances does not object to the charges being
sought.
VIII. CASH FLOW PROJECTIONS

81.
As set out in the cash flow forecast previously attached, the Applicants principal uses of
cash during the next 13 weeks will consist of the payment of ongoing day-to-day
operational expenses, such as payroll and office related expenses, and professional fees
and disbursements in connection with the CCAA proceedings.
82.
As at April 18, 2016, NTCL had approximately $3,000 available cash on hand. The
Applicants cash flow forecast projects that, subject to obtaining the relief outlined herein
WSLEGAL\052341\00007\134259307
- 19 (including approval of the Interim Loan), it will have sufficient cash to fund its projected
operating costs until the end of the stay period.
83.
The Monitor has reviewed the cash flow forecast and I expect that the Monitor will report
on the forecast in its Pre-Filing Report.
IX.
CONCLUSION
84.
I swear this Affidavit in support of an application for the relief set out in paragraph 33 of
this Affidavit.
SWORN(OR AFFIRMED)BEFORE ME
at Edmonton, Alberta this 25th
day of April, 2016,
7,14
.
A Commissioner for Oaths
in and for the Province of Alberta
Lamont Bartlett
A Commissioner for Oaths In and
for Alberta
WSLF,GAL1052341\00007\13425934v7
)
)
)
)
)
)
)
)
THIS IS CHI IT
referred to In th
Sworn before o thlo
day of
Lamont Bartlett
2o,lk
A Commissioner for Oaths In and for Alberta
EXHIBIT 1
Northern
Industrial Sales
B.C. Ltd.
100%
Northern
Industrial Sales
NWT Ltd.
100%
Northern
Industrial Sales
Yukon Ltd.
100%
Northern
Industrial
Sales Ltd.
100%
Gallagher Lake
Waterworks
Ltd.
100%
3556514
Canada Ltd.
100%
100%
Beaufort Delta
Petroleum Ltd.
100%
50%
Arctic Module
Inland
Transportation
Ltd.
33%
MacKenzie
Integrated
Tubular
Solutions Inc.
Northern
Transportation
Company Limited
(!),)
Weldco Heavy
Industries Ltd.
100%
Weldco-Beales
Mfg. Ontario Ltd.
100%
Weldco-Beales
Mfg.Alberta Ltd.
100%
Weldco-Beales
Mfg. B.C. Ltd.
100%
Weldco-Beales
Manufacturing
Corp.
100%
Weldco-Beales
Manufacturing
Inc.
100%
100%
5318 Nunavut
Limited
49%
5317 Nunavut
Limited
49%
5310 Nunavut
Limited
49%
8670528
Canada Ltd.
51%
S:\Resource Centre\Corporate Administration1Corporate Structure
Canadian North
Inc.
(a) 1'00% Class A Common (Non-voting) shares held by IDC; 100% Class B (voting) shares held by NorTerra
Kitnuna BBE
Expediting Ltd.
49%
MacKay
Expediting
& Logistics Ltd.
49%
Kwii Cho
BBE Ltd.
49%
Peter's
Expediting
Ltd.
35%
Braden-Burry
Expediting Ltd.
100%
NorTerra Inc.
100%
Corporation
Inuvialuit
Development
Corporate Structure
As at September 14, 2015
norGerra Inc,
'f
THIS IS XHl lT~ c
ref-rred to 1l 7o Affidavit of
Mai
Sworn before m this
20,Zt
day of
Lamont Bartlett
EXHIBIT 2
Northern Transportation Company Limited
ft%
rar. flCCL
Northem Transportation Company Limited

(NTCL)is the founding member of the
NorTerra Inc. group of mmpanies. Other
companies owned by NorTerra Inc include
Braden Bony Expediting, Canadian North
Airlines, Northern Industrial Sales and
Weldco-Beales Manufacluring Inc.
NorTerra Inc. is a 100% Inuit-owned company.

Ownership is shared equally by the Inuvialuit
Development Corporation, representing the
Inuvialuit of the Wetem Arctic, and Nunasi
Corporation, representing the Inuit of Nunavut.
znattrAlltF,
NTCL's operations head office,terminal

and shipyards are located in Hay River,
NorthwestTerritories on the shore of
Great Slave Lake,one of the largest
freshwater sees in the world. Although
Hay River is several hundred kilometres
from the ocean,it has unique advanMges
as a port. Canada's northemmost railhead
ends at NTCL'sfreight handling terminal
in Hay River.The Port is also connected
to the south by a paved highway from
Alberta. Freight is staged and loaded at
NTCL's67-acre loading terminal on the
banks ofthe Hay Riverfor the marine
route to the Arctic
Hay River,Inland Portto the

Northern World
alfaszl raslr.tr
Our barge fleet, particularly the 1500 and

1000 series with sums below,are NTCL's
typical cargo haulersfor both deck and fuel
freight Our tugs each push 6 barges at a
time down the Mackenzie River. At 6065,000 combined square feet of deck
space,that's a big box store worth ofcargo
volume we can handle aV at once
Our Verefon of a'6 Pack'
NTCL's fleet has one very special ocean

going bargethe NT 12000.This 400ft x
100ft barge is capable of handling large
project cargos,camps, modules or over
1000 TEU containers in one trip. That's
35,000 square feet of deri< space at your
disposal!
PITCL's'Super Barge'
atyour
A branch at Norman Wells serves the

Sahto region in the central Mackenzie
Valley, and our agency at Cambridge
Bay on Victoria Island manages freight
for the Krtikmeot region of Nunavut.
NTCL also has freight handling terminals

atInuvik and Tuktoyalctulc The 100 acre
Tuktoyaktuk terminal serves as NTCL's
Arctic staging and trans-shipment point
for Mackenzie River and Arctic coastal
traffic. From Tuk, WO_ tugs move
barges west along the Arctic coast to
Kaktovik, Point Barrow or Cape Simpson,
Alaska and east to Sachs Harbour,
Pautatuk, Ulukhaktok, Cambridge Bay,
Kugluktuk, Bathurst Inket, Gjoa Haven
and Taloyoak.
GreatSave take
&Kaccerale Rl
At MILL bases,cargo is handled by

faidifl5 that take bads from two to 40
tons. Mobile and crawler cranes can
handle and assist in assembly of larger
modules.To reduce handling ofsmaller
items, NTCL also owns,leases and can
provide for purchase hundreds of20-foot
ISO containers.
Tugs and barges are availablefor charter

at competitive rates anywhere NTCL sails.
A number of spedaftred and smaller
barges are available for charter as well,
induding camp barges,spud barges,
thruster barges and lightering craft.
NTCL owns and maintains a fleet of 12

mainline tugs and more than 60 dualpurpose (fuel and deck cargo) barges,
based at Hay River. Our two Arctic
Class II anchor handling and supply
tugs are based at the Port ofSt.John's.
Enliimr;FCi
NTCL's 1200-ton capacity Syncrolift and

rail transfer system allows for the
movement oftugs and barges from the
water into dry land maintenance bays.
Here, vessels can be maintained or
upgraded, ready for the next shipping
season. Once the work is completed,
vessels can be relaunched via the
Syncrolift, or stored in the shipyard for
the winter. Our Syncrolift is capable of
handling any size of river and coastal
vessels currently operating in the North.
The shipyard offers a broad array of

standard marine services: a Syncrolift
to pull our tugs, barges and other ships
onto land for maintenance and repair;
a fully equipped, high pressure steel
fabrication shop; a large freight
handling terminal with heavy-lift cranes
and a fleet of shipping containers; a
fully-equipped heavy and light duty
mechanical services shop; industrial
and marine supplies, rental equipment
and sales and service for electronic
equipment.
NTCL owns and operates Canada's only

northern inland shipyard, where we
repair and maintain tugs and barges
used on our northern rout.
Our Hay River Hub
NTCL's steel fabrication shop has

manufactured bridge spans to upgrade
river and creek uthasings for the
Mackenzie Valley winter mad for the
Government ofthe NorthwethTeriitorie
..
NTCL's shipyard has a steel fabrication

facility that,in addition to tug and
barge repair and maintenance, builds
bridge spans, drill rig superstructures
and oversized water and fuel tanks.
OurShipyard Builds
Bridges,Too
NTCL follows a rigorous and

comprehensive repair and maintenance
schedule for all our marine equipment,
in compliance with Transport Canada
ship safety regulations, Lloyd's Registry,
and our own self-imposed high quality
standards. Mechanical and electronic
components are regularly upgraded and
replaced on our vessels to ensure that
our fleet of ships and barges meets the
highest standards to ensure the safety
and security of our crews and the
northern environment.
As a result, our highly skilled

maintenance crews also provide
professional marine maintenance and
repair services to Canadian Coast Guard
vessels and other northern marine
operators.
Permanent staff at the shipyard

includes 16 welders,ten light and
heavy duty mechanics,five electricians,
two electronics technicians and three
Our steel fabrication unit offerstwo

industrial maintenance shop bays,one
70feet wide by 300 feet long,and the
other 60 feet wide by 280 feet long.The
bey doors open to 65feet high by 65
feet wide and 42feet wide. Both bays
are equipped with two,20-ton overhead
track cranes. A rail transfersystem
proves large modules,tugs and barges
in and out ofthe bays.The bays feature
480-volt power and an array of900-amp
portable and electic welding machines.
NTCL's steel fabrication unit is certified to
Canadian Welding Bureau standards
sections 47.1 (Mild steel) and 472
(aluminum).
NTCL also has manufactured drilling rig

superstructures for rigs that were
completed in Alberta. An example ofthe
potential for our business, and our
shipping routes,is a project completed
for BP Alaska. We shipped large rig
modules manufactured in Alberta and
assembled in our May River shipyard
down the Mackenzie River to the
Beaufort Sea and 4:1,1 LAS the Arctic coast
asfar as the North Slope,for the Badami
oil development project.
NTO_ is a licensed fuel handler and

carrier. Working in par taeship with
international energy trading companies,
NTCL can source fuel from around the
world and transport itto our northern
customers in the western and eastern
Arctic. Our fleet of Arctic-capable barges
is designed to transport and store fuel in
the challenging delivery conditions found
on our routes.
More thartjust
Deck Cargo...
NTCL's shipyard is also equipped to

offer oil spill containment and dean-up;
portable high pressure water blasting to
10,000 psi; engine and pump repair and
overhaul; machining by lathe, milling or
line boring; electronics and electrical
services; industrial supplies; tank
cleaning and steam cleaning;
sandblasting and painting, and general
methanical repairs.
Tne health and safety of NTCL's mariners

and shore personnel are matters ofthe
utmost importance to the company. We
arejusdy proud ofour excellent safety
retard. We are proud also,of our role as
stewards of our environment Ourtugs
and barges routinely travel the peistine
shores of Antic North Anneie,and we
wantto pnaservelhose fragile resources
n AdJ.for our chUdren and our children's
abildren.
We Balm in Employee
Safety and Protection of
the Environment
Environmental Backhaul Cargos are an

',area of strategic growth for NTCL, both
in community based recyding and
_.project site remediation throughout the
nortti,Partnering with local, territorial
and federal government agencies and
also private contractors, NTCL looks
forward tO extending our stewardship
practices in this way.
We strive for continuous improvement

Our Quality, Health,Safety and
Environmental policy states that in
order to sustain the highest levels of
conduct we are committed to ensure
that our employees are appropriately
equipped through training and
professional development
The engines on ourlags are regularly

maintained to run smoothly and
efficiently, to minimize emissions and
ensure safe delivery of precious cargos.
Our corporate strategy involves the

highest standards of environmental
protection and safety. We follow
strict procedures for handling
hazardous materials and for loading
and discharging fuel from barges
and tankers. NTCL's Emergency
Response Team indudes hazardous
spill response training.
NTCL believes that safety and

protection of the environment involve
continuous training, constant vigilance,
a tnpunsible and thoughtful approach
to every assignment,full compliance
with standards of care and regulation,
and due diligence in all tasks.
NTCL is also committed to continuous

improvement via intemal audits and
monitoring of performance objectives.
We subscribe to Lloyd's Register as
third-party auditor for the International
Safety Management System Code.
Our shipyard and marine employees are

required to wear hard hats,steel-toed
boots, safety glasses and reflective
clothing onshore, plus a life vest on the
water. Visitors must sign-in and take part
in a safety orientation.
We provide workplace training programs

such as Transportation of Dangerous
C-curds, Workplace Hazardous Materials
Information System, First Aid, CPR, marine
fuel handling,fuel spills and other
certificate programs. We offer
apprenticeship positions for marine crews,
welders and motor mechanics. We
schedule regular safety meetings for both
shore and marine crews.
.
1 5*CFFCE-PDPAN57RAlICN
Northern Trzrepatabce Carpal,LiNtal
Suite12M .10104 10:Prree.
Edrearton,Pberla TSJOFE
Our cuPtnmer service desk is

open year roung or ye r
assistanc,
I 866-935 NTCL(6825)
Project Quotes and Charters

chartersntol com
Email: Enquiries and Cargo Booking

customerservicedesicankil oom
Website:
www.ntcLcom
NarrrenWele,NranvestTenteriesTebehona(867)587-2442.Fare(W7)587-294
TuldoyaktuN NorheertiathaithsTeiephone:(867)977-24,
12,F.(867)977-2410
lantik NaheestTerrittiesTele4thone:(8b7)777-2442,FaX(867)777-4277
State's. Newthuncland Telephone:(709)738-8003.Fac(780)424-1935
FiENDOFFEE -CFERATCNS
Nathan Trameataton Carcerry Linied
42003 Maclathe!thew
NayRier.NatmestTerribriesMEORS
A member of the NorTerra

Inc. group of companies.
THIS 12 EXHIBIT
referredLo the
cif
Sworn before me th113

day of
20.th
IV
or
Lamont Bartlett
A Commissioner for Oaths In and for
EXHIBIT 3
Alberta
Non-Consolidated Financial Statements (unaudited)

December 31,
ana
NORTHERN TRANSPORTATION COMPANY LIMITED
Non-Consolidated Statement of Operations

(unaudited)
(1t6tif elided llg.6nUlii.er. 31

dollars
rho osands
REVENUE
Fuel
Freight
18,175
17,359
15,328
23,271
Shipyard service
6,950
2,242
Charter
3,692
1,328
837
400
47,013
42,569
16,586
15,041
9,763
7,512
Rental and miscellaneous
EXPENSES
Fuel cost of sales
Maintenance
Marine operations
8,379
9,652
Shipyard service
5,427
1,790
Terminal operations
2,165
3,370
Sales and marketing
540
633
General and administration
3,991
4,444
Amortization
5,563
5,801
52,414
48,243
(5,401)
(5,674)
Interest expense (note 3)
(6,707)
(1,513)
Employee future benefits (note 15)
(3,943)
(3,645)
LOSS FROM OPERATIONS
Map4*ent fee to parentcompany(225)

Foreign exchange (loss) gain
(195)
Equity inveshuent loss (note 9)
(139)
Impairment loss on property and equipment
(6,409)
(2,765)
(230)
Restructuring costs
Loss on disposal of equipment
LOSS BEFORE INCOME TAXES
(32)
(23,019)
(13,854)
6,346
(3,213)
INCOME TAXES (note 4)

Future
NET LOSS
$ (29,365)
(10,641)
See accompanying notes to these non-consolidated financial statements,
Non-Consolidated Statement of
Financial Position (unaudited)
pec6mber 31:
..2015
dollars In rho',sands
ASSETS
Current assets
Accounts receivable (note 5)
Inventories(note 6)
Prepaid expenses and deposits
Property and equipment(note 7)

Intangible assets (note 8)
Equity investment(note 9)
4,619
10,103
1,556
1,893
743
484
6,918
12,480
33,352
43,642
37
4,591
Future income taxes (note 10)
6,346
$
44,898
62,476
71,954
60,743
LIABILITIES AND SHAREHOLDER'S EQUITY

Current liabilities
Bank indebtedness(note 11)
Accounts payable and accrued liabilities (note 12)
5,109
2,994
Current portion of obligation under capital lease (note 13)
1,757
1,565
78,820
65,302
Obligations under capital leases (note 13)

Shareholder loan (note 14)
Employee future benefits (note 15)
7,967
9,724
32390
32,390
1,504
1,478
120,681
108,894
(75,783)
(46,418)
(75,783)
(46,418)
Shareholder's equity (note 16)

Share capital
Deficit
44,898
62,476
APPROVED BY THE BOARD:
Wayne Gordon
Director
Non-Consolidated Statement of Cash Flow

(unaudited)
ear ended Deceinber 31
20141
dollam in thousands
CASH PROVIDED BY (USED IN):

OPERATING ACTIVITIES
Net loss
$ (29,365)
$ (10,641)
Non cash items

'Amortization of property and equipment
Amortization of intangible asset
Employee future benefits
Equity investment loss
5,556
5,798
26
(687)
139
Future income taxes
6,346
(3,213)
Impairment loss on property and equipment
6,409
2,765
Loss on disposal of property and equipment

Net change in non cash working capital
32
2,947
1,533
(7,935)
(4,410)
(1,565)
(1,395)
(1,565)
(1,395)
(1,675)
(2,514)
(36)
(10)
FINANCING ACTIVITIES
Repayment of obligations under capital leases
INVESTING ACTIVITIES
Purchase of property and equipment
Purchase of intangible assets
Proceeds from disposal of property and equipment
38
(1,711)
(2,486)
INCREASE IN BANK INDEBTEDNESS
(11,211)
(8,291)
Bank indebtedness, beginning of year
(60,743)
(52,452)
$ (71,954)
$ (60,743)
BANK INDEBTEDNESS,END OF YEAR
Notes to the N on-Consolidated Financial

Statements
(unaudited)
December 31;2015
(Tab War amo unts in Thousands except where noted)
1.
NATURE OF OPERATIONS
Northern Transportation Company Limited ("the Company") is a privately owned company that
provides comprehensive marine transportation of dry cargo and petrOleum products, equipment charter
services and related industrial services throughout the Northwest Territories, Nunavut and the Eastern
Arctic.
2.
SIGNIFICANT ACCOUNTING POLICIES

These non-consolidated financial statements have been prepared by management in accordance with
Canadian accounting standards for private enterprises. The preparation of non-consolidated financial
statements for a period necessarily includes the use of estimates alidapproximations, Which have been
made using careful judgment. Significant items subject to such estimates and assuMptions include
valuation of accounts receivable, inventories, property and equipment, non-capital losses included in
future income taxes, pension obligations, the estimated useful life of property and equipment and their
corresponding amortization rates and revenue recognition under the percentage of completion method.
Actual results could differ from those estimates. The non-consolidated,financial statements have, in
management's opinion, been properly prepared within reasonable limiti:Amateriality and within the
framework of the accounting pOlicies summarized below.
a) Revenue:
Fuel revenue is recorded and recoVized at the poirit.of transfer of title as evidenced by delivery or
contract. Freight revenue is recorded and recognized When the cargo is manifested for shipment, except
when special contractual arrangements require otherwise; Shipyard service revenue is recorded and
recognized using the percentage of completion method. The percentage of completion is determined at
each balance sheet date on a contract liy contract basis by reference to the measure of performance most
directly related to the activities criticailstcompletion of the contract. Charter, rental and miscellaneous
revenue are recognized at the time servicei$erformed.
b) Inventories:
Inventories are recorded at thel*er of weighted average cost, which includes an appropriate share of
overheads, and net realizable valge.
c) Property and equipment:
Property and equipment is recorded at cost, including major additions and replacements less
accumulated amortization and impairment losses. Other replacements, maintenance and repairs are
charged against current operations. Gains and losses realized on retirement or disposal are also
reflected in current operations.

d) Amortization:
Amortization on property and equipment is provided on a straight-line basis over their estimated useful
lives as follows:
Marine equipment
Buildings and improvements
Mobile equipment
Other equipment
4-30 years
10-20 years
5-10 years
3-10 years
e) Intangible assets:
Computer Software is recorded at cost and is amortized on a straight-line basis over the estimated
useful life of three years.
f) Accounting for impairment of long-lived assets:
Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate
the carrying amount of an asset may not be recoverable. Recoyerability of property and equipment and
definite life intangible assets to be held and used are assessed by a comparison of the carrying amount of
an asset to future undiscounted cash flows expected. to be generated by - the asset. Recoverability of
indefinite-life intangible assets are assessed by a coinparison of the carrying amount of an asset to the
discounted future cash flows expected to be generated by the asset, If such assets are considered to be
impaired, the impairment to be recognized is measured by the amati4by which the carrying amount of
the assets exceeds the fair value of the assets. Assets to be disposed:by sale are reported at-the.lower of
carrying amount or fair value less 'costs to sell, Any impairs entis recognized as an expense hi the
period of impairment,
g) Investment in subsidiary:
The Company uses the equity method of accounting in these the nori-consolidated financial statements
for its investment in wholly owned subsidiary companies/which includes Beaufort Delta Petroleum Ltd.
h) Income taxes: ,
Income taxes are calculated using- the,future income tax method of accounting, Temporary differences
arising from the difference between the tax basis of-an- asset or liability and its carrying amount on the
statement of financial positiOn are used to calculate futme.income tax liabilities or assets. Future income
tax liahilities or assets are calculated using-Tax .rates anticipated to apply in periods that the temporary
differences are expected to reverse.
i) Foreign currency:
The Company follows the temporal iketiod of accounting for the translation of foreign currency
amounts into Canadian dollarsAnder this Method, all monetary assets and liabilities are translated at
rates of exchange in effect at yearend and non-monetary assets and liabilities are translated at rates of
exchange when the assets were acquired and obligations incurred. Income and expense items expressed
in foreign currencies are translated at the rate of exchange prevailing on the date of the transaction. A11
exchange differences arising on translation are included in income in the year incurred.
j) Employee future benefits:
The Company accrues its obligations for its defined benefit pension plan as the employees render the
services necessary to earn the pension benefits. The accrued benefit obligation for the defined benefit
pension plan is determined based on an actuarial valuation report prepared for funding purposes. For
the Company's unfunded plans, which include the retiree life insurance obligation and contractual
severance obligation, the accrued benefit obligation is determined based on an actuarial valuation report
prepared for accounting purposes using the projected benefit method. The Company recognizes the net
amount of the accrued benefit obligation and the fair value of plan assets in the statement of financial
position. Actuarial gains and losses are included in the cost of the plan for the year.

3.
INTEREST EXPENSE
2015
Interest on bank indebtedness
3,451
Interest on shareholder loan
1,867
Interest on obligation under capital lease
1,231
1,402
128
88
30
23
Interest on revolving credit facility

Interest expense - other
$
4.
2014
6,707
1,513
INCOME TAXES
Income tax expense (recovery) differs from that calculated. Using statutory rates. The components of
income tax expense (recovery) are as follows:
2014
2015
Tax recovery at statutory rate - 26,70% (2014 - 26,63%)
(6,145)
Change in substantively enacted rates
(3,689)
(2)
Non-deductible items and other
(292)
244
Future tax asset valuation allowance
1,051
12,249
Unrecognized loss carry forwards
(283)
$
5.
6,346
(3,213)
ACCOUNTS RECEIVABLE
2015
Accounts receivable
Less: allowance for doubtful accotints
6.
2014
4,809
10,423
(190)
$
4,619
1,094
(320)
$
10,103
1,393
INVENTORIES
2015
Fuel
Operating and general
462
$
7.
2014
1,556
500
$
1,893
PROPERTY AND EQUIPMENT:

2015
Net Book
Accumulated
Cost Amortization
Land
Marine equipment
Buildings and improvements
Mobile equipment
Other equipment
$
Value
$
1,696 $
2014
Net Book
Value
1.,696
1,696
101,394
71,825
29,569
14,010
13,252
758
878
9,096
8,718
378
553
10,555
9,604
951
1,293
136,751 $
103,399
33,352
39,222
43,642
Included in marine equipment is $12,900,000 (2014 - $12,900,000) of marine assets held under a capital
lease, with accumulated amortization of $3,031,000 (2014 - $1,579,000).

During the year, marine assets were determined to be impaired and as a result an impairment loss of
$6,409,000 was recorded in accumulated amortization,
8.
INTANGIBLE ASSET
2015
Software
Accumulated amortization
21
(20)
37
9.
2014
57
(13)
$
EQUITY INVESTMENT
Equity
Ownership
Beaufort Delta Petrolum Ltd.
100%
Investment
Advance
2014
2015
(139)
4,730
4,591
(139)
4,730
4,591
During the year, the Company incorporated Beauftitt Delta Petroleum Ltd. which in turn acquired the
operating assets of Arctic Dove Limited, The 2015 equity loss in Beaufort Delta Petroleum Ltd, was
$139,000.
10. FUTURE INCOME TAXES
During the year ended December 31,2015,the Company recorded a valuation allowance of $12,249,000
against the future tax asset which is recorded in future tax expense. Included in the valuation
allowance are non-capital losses in the amount of $34,735,000 (2014 - $22,324,000) that if not utilized
will expire as follows: 2032 - $10,628,000; 2033,$8,994,000; 2034 - $2,700,000 and 2035 - $12,413,000.
11, BANK INDEBTEDNESS AND REVOLVING CREDIT FACILITY-;'
a) Bank Indebtedness
The Company participates in a consolidated credit arrangement provided by a syndicate of banks and
managed by the Company's parent, NorTerra Inc. The Company has provided an unlimited guarantee
with respect to the consolidated credit arrangement;store details are provided in note 17.
b) Revolving Credit Facility
The Company and its subsidiary Beaufott Pelta Petroleum Ltd. have a $25 million dollar revolving
credit facility divided into two tranche,, The $15 million Tranche A facility is available to the
Company for the purchase of ftiel under a specific contractual agreement collateralized by the fuel
itself, This facility bears interest at bank prime of 2.70% plus 1.0% (2014 - bank prime of 3.0% plus
0.5%). The $10 million Tranche.-.13 facility is available to Beaufort Delta Petroleum Ltd, for the purchase
of fuel and is collateralized by the fuel itself. This facility bears interest at bank prime of 2.70% plus
3.00%. Both facilities mature on June 30,2016 and are guaranteed by its parent company, NorTerra Inc,
12. GOVERNMENT REMITTANCES
Government remittances consist of amounts (such as goods and services taxes, harmonized sale taxes,
payroll withholding taxes, health taxes and workers safety insurance premiums) required to be paid to
government authorities and are recognized when the amounts become due or receivable. In respect of
government remittances, $107,000 (2014 - $82,000) is included within accounts payable and accrued
liabilities and $156,000 (2014 - $137,000) is included within accounts receivable,

13, OBLIGATIONS UNDER CAPITAL LEASES
The obligations under capital leases are payable in monthly installments of $233,000 until 2018. The
future minimum lease payments under the capital leases are as follows:
Year ended December 31
2015
2015
$
2014
$
2016
2,796
2,796
2,796
2017
2,796
2,796
2018
6,265
6,265
Total minimum lease payments
11,857
14,653
2,133
3,364
Balance of obligations under capital lease
9,724
11,289
Less: current portion
1,757
1,565
Less interest at 11,63%
7,967
9,724
Marine equipment with a net book value of $9,809,000 (2014 - $11,321,000) has been pledged as
collateral on the capital lease obligations.
14. SHAREHOLDER LOAN
The shareholder loan bears interest at cliscretionally charged rates and during the year the shareholder
charged the Company interest at bank prime rate of 2.70% plus 3,50% (2014 - nil%). The loan is secured
by a charge on the company's personal property and has no fixed,t0ms of repayment, nor is it
expected to be repaid within the next year.: .
,
15. EMPLOYEE FUTURE BENMIS
2014
2015
DEFINED BENEFIT PENSION PLAN
Fair value of plan assets, beginning of year
Accrued benefit obligation
99,389
(95,948)
Plan surplus
Valuation allowance
95,274
(91,726)
3,441
3,548
(3,441)
(3,548)
(1,131)
(1,092)
(373)
(386)
Accrued pension liability

RETIREE LIFE INSURANCE OBLIGATION
CONTRACTUAL SEVERANCE OBLIGATION
NET EMPLOYEE FUTURE BENEFITS LIABILITY
(1,504)
(1,478)
The Company sponsors a contributory, defined benefit, final average earnings pension plan for the
employees of the Company. This plan was closed to new salaried members on January 1, 2011 and to
new Seafarer's International Union employees and Canadian Merchant Service Guild employees from
September 1, 2012. A defined contribution plan was created for all new employees. excluded from the
defined benefit plan, The Company will be performing an actuarial valuation as of December 31, 2015
in June 2016,
Commencing in 2012, and for the next six years, the Company is making additional contributions of
approximately $2,400,000 arulually to cover the plan deficit as determined by the actuarial valuation.
Re-measurements and other items in the amount of $3,745,000 loss (2014 - $3,045,000 loss) are included
within employee future benefit expense on the Statement of Operations.

The Company also provides life insurance benefits to its retired employees and has contractual
severance obligations under collective agreements, both of which are unfunded. The aggregate
expense related to these obligations in the current year was $122,000(2014 - $302,000).
The Company maintains a defined contribution pension plan, which is funded by employer and
employee contributions. The employee is allowed to make certain contributions ranging between 5%
and 7% of gross monthly earnings (net of northern allowances), which is matched by the Company.
Contributions for the current year were $119,000 (2014 - $113,000).
16. SHAREHOLDER'S EQUITY
2015
2014
SHARE CAPITAL
Authorized
Unlimited number of Class A non-voting common shares
Unlimited number of Class B voting,common shares
Issued
50 Class A shares
50 Class B shares
$
DEFICIT
Deficit, beginning of year
Net loss
$ (46,418)
$ (27,804)
(29,365)
(10,641)
Charge to deficit
Deficit, end of year
(7,973)
$ (75,783)
$ (46,418)
17. COMMITMENTS AND FINANCIAL GUARANTEES

a) Operating lease obligations:
Certain property is leased under long-terk.gmtractS. Commitments in respect of these obligations are:
2016 - $894,000; 2017 - $748,000; 2018 4(79,000; 2019 - $669,000; 2020 - $6,000 and $49,000 in
subsequent years. Included in these commitmeAttis an operating lease ending in 2019 with the
shareholder of the Company's parent company with commitments as follows: 2016 - $663,000;
2017 - $663,000; 2018 - $663,000 and 2019'.:41663,000.
b) Bank guarantee:
The Company has provided a guarantee in connection with the three Facilities the parent company,
NorTerra Inc. currently has outstanding with a syndicate of banks (the "Syndicate") all of which
mature in 2018,
Facility 1 is a revolving asset backed credit facility subject to a borrowing base of eligible accounts
receivable and inventory of the Company and certain affiliates (the "Members"). The facility is
available to NorTerra Inc. to a maximum aggregate amount of $55,000,000 subject to the borrowing
base requirements. At December 31st, 2015 NTCL contributed a negative cash balance of $71,954,000
(2014 - negative balance of $60,743,000) to the Member's consolidated cash balance position which is
represented on the Non-Consolidated Statement of Financial Position as Bank Indebtedness. At
December 31st there is $43,013,000 outstanding under Facility 1 (2014 - $38,065,000)
Facility 2 is a letter of credit facility with a maximum available limit of $3,150,000.
10

Facility 3 is a term loan facility. Under this facility NorTerra Inc, is required to repay quarterly
installments of $1,604,250 and the balance at December 31st, 2015 is $86,266,000 (2014 - $110,780,000).
The Syndicate has a first charge on all assets of the Company as security for the Company's guarantee.
c) Loan guarantee:
The Company has issued a guarantee supporting loans to NorTerra Inc. from its shareholder currently
in the amount of $66,000,000 (2014 - $30,000,000). This guarantee is postponed to the bank guarantee
discussed above, A general security agreement providing for a security interest over all assets of the
Company supports the guarantee,
The Company has not recorded a liability with respect to any of its guarantees,
18. FINANCIAL INSTRUMENTS
The Company has a comprehensive risk management frameivo,gk 4inonitor, evaluate and manage the
principal risks assumed with financial instruments, The risks that. arise from transacting financial
instruments include credit risk, interest rate risk, foreigri,'.0xchange risk and liquidity risk,
a) Credit risk:
Credit risk is the risk that one party to a financial instrument will cause a financial loss for the other
party by failing to discharge an obligation, The C.'Onapany is exposed to credit risk through accounts
receivable and amounts due from Beaufort Delta Petroleum Ltd (unite'.9), The accounts receivable risk
is minimized by a large number of customers in diverse indtistriei. The Company perfordas ongoing
credit evaluations of its customers' financial condition and lintits the amount of credit extended when
deemed necessary, The Company maintains provisions for potential credit losses and any such losses
to date have been within management's- expectations. _Management believes the amount owed from
Beaufort Delta Petroleum Ltd, will be collected in fult.such that rtoprovision for impairment is
t7Z,
required.
b) Interest rate risk:
Interest rate risk is the risk that the future cash flowS'of a financial instrument will fluctuate because of
changes in market interest rates, The Company's bank indebtedness, revolving credit facility and
shareholder loan bear interest at variable rates. The company does not hedge interest rates and future
changes in interest rates will affect the amount of intere'gXpense payable by the Company,
-lc) Foreign exchange risk:
Foreign exchange risk is the risk that the future cash flows of a financial instrument will fluctuate
because of changes in foreign exchange rates. The Company is exposed to foreign exchange risk
through revenue and expense transactions:denominated in U.S. dollars and has assets and liabilities
that are denominated in U.S. dollars, The Company does not hedge foreign exchange rates and future
changes in foreign exchange rateswill affect the amount of revenue earned and expenses incurred.
d) Liquidity risk:
Liquidity risk is the risk that the Company will encounter difficulty in meeting obligations associated
with financial liabilities, The Company enters into transactions to purchase goods and services on
credit, lease premises, and borrow funds for which repayment is required at various maturity dates.
The Company uses its bank indebtedness and specific purpose loan to manage this risk (note 11).
Although the bank indebtedness is a source of liquidity risk, the bank indebtedness also mitigates
liquidity risk by enabling the Company to manage interim cash flow fluctuations. Since the Company
participates in a consolidated credit arrangement, the amount of credit available will fluctuate
depending on the other users of the facility. In order to mitigate this risk, the Company's parent,
NorTerra Inc., regularly monitors liquidity of all the companies in the group by evaluating forecasted
cash flows, optimal debt levels, capital spending activity, working capital requirements and other
potential cash expenditures. This continual financial assessment process further enables the Company
to mitigate liquidity risk,
11

In addition, because of the accumulated deficit of $75,783,000 the continuing operations of the
Company are dependent on ongoing financial support from the parent company. NorTerra Inc, has
agreed to provide the Company financial support through continued access to the operating line of
credit disclosed in note II and has agreed to not demand repayment of the shareholder loan disclosed
in note 14 within the next 12 months,
19. RELATED PARTY TRANSACTIONS AND BALANCES
In the normal course of business activities, the Company earns revenue and makes purchases from
parties related to its shareholders, During the year, the Company earned revenue of $13,585,000
(2014 - $127,000) and incurred expenses of $702,000 (2014 - $1,266,000). from related parties. Significant
related party transactions included in revenue of $13,512,000 (2014 - $nil) from Beaufort Delta
Petroleum Ltd. A11 transactions are conducted under the same .tertris and conditions as would apply
with unrelated parties,
At year end, the Company has accounts receivable of $4,735,000
(2014 - $3,864,000) and accounts payable of $643,000 (2014 $96,000) With related parties.
On March 29, 2014, the Company acquired various dikfraft with a net book value of $44,206,000 from
Canadian North Inc., a company under the con-uifOrt control of NorTerra Iiic.. The Company issued
43,892 Class C redeemable, retractable shares Valued. at $1,000 per share as payment. Subsequent to the
acquisition, the Company sold back the aircraft tor Canadian North Inc., taking back ivpromissory note
in the amount of $43,892,000 as consideration. The Company the'il redeemed the'Class C shares in
exchange for a promissory note, The two promissory nOfeS were then offset, As this traiiSaction was
not in the normal course of operations,it was recorded at the 6irrying amount in Canadian North Inc.'s
records, The Company reflected an increase to its deficit and utilized $7,973,000 of its future tax assets.
20. COMPARATIVE INFORMATION
Certain of the prior year's numbers have been restated to coilioritiivIth th4 current year's presentation.
12
THIS IS EXHIBIT"
referred to In tile Affidavit of--,___16116.1ar, L___
Sworn before q this
,
day of _,H Y''
Larrio
ett
forOathsand
Bar itln
for Alberta
A Commissioner
EXHIBIT
NORTERRA GROUP
LOAN FACILITIES
Inuvialuit
Development
Corporation
Borrower
)
Intercompany
Loans4
Borrower
Fourth Amended and
Restated Credit
Agreement with BNS as
Agent'
Norterra Inc.
Guarantor
Second Amended
and Restated
Credit Agreement
with CIBC
Lender
Intercompany
Loans5
Northern
Transportation
Company Limited
Guarantor
Second Amended
and Restated
Credit Agreement
with CIBC
Borrow;-"'
Second Amended
and Restated
Credit Agreement
with CIBC2
Beaufort Delta
Petroleum Ltd,
Borrower
Facility Letter with NWT
Business Development
and Investment
Corporation3
Refers to the Fourth Amended and Restated Credit Agreement(the "BNS Credit Agreement") dated as of October 16, 2015 between Norterra
Inc.("Norterra"), as borrower, The Bank of Nova Scotia, as administrative agent, The Bank ofNova Scotia, HSBC Bank Canaria and Canadian
Western Bank., as lenders, and certain subsidiaries of Norterra, as guarantors. Under the BNS Credit Agreement, Norterra has access to (i) a
WSLEGAL\066718\00002\1310029v I
2
revolving credit facility in an amount up to $60,000,000 ("Facility 1"), subject to a borrowing base (accounts receivable/inventory) and (ii) a
letter of credit facility in the amount of$3,150,000. There is a third facility under the BNS Credit Agreement which is already drawn ("Facility
3"): a term loan in the principal amount of$86,266,108 (at close). The maturity date of the BNS Credit Agreement is August 31, 2018.
There are mandatory prepayment/repayment requirements under the BNS Credit Agreement upon (i) the disposition of any capital property
(proceeds to Facility 3),(ii) the completion of "Deleveraging Sales"(which includes an aircraft hangar disposition and the sale of Norterra's
equity interests in NIS)(proceeds to Facility 1 and Facility 3), (iii) a once a year cash swap (50% of excess cash flow) and (iv) quarterly
amortization payments of$1,604,250 on Facility 3; IDC has guaranteed these payments up to a maximum amount of$6,417,000(and granted
a security interest over its personal property in favour of BNS to support the limited guarantee).
The BNS Credit Agreement debt is guaranteed by Norterra's material subsidiaries (see the attached chart). All guarantors have granted a
security interest in favour of BNS in all of their respective assets/property.
2.
Refers to the Second Amended and Restated Credit Agreement(the "CIBC Credit Agreement") dated as of August 25,2015 among Northern
Transportation Company Limited ("NTCL")as tranche A borrower, Beaufort Delta Petroleum Ltd.("BDP"), as tranche B borrower, Norterra
as guarantor, and CIBC, as agent and as lender. Under the CIBC Credit Agreement, NTCL has access to a $15,000,000 revolving credit
facility, subject to a borrowing base (accounts receivable/inventory) and BDP has access to a $10,000,000 revolving credit facility, subject to
a separate borrowing base (inventory). The maturity date is June 30,2016. Norterra has guaranteed payment of the facilities (on an unsecured
basis), and each of NTCL and BDP have guaranteed the other's indebtedness under the arrangement and granted a security interest in favour
of CIBC in most of their respective assets.
3.
Refers to the Amended Letter of Offer dated August 12, 2015 from NWT Business Development and Investment Corporation to BDP under
which BDP was provided with a $1,940,000 term loan. The loan has .a 5 year term and is being paid via blended monthly payments of
$14,600. There are no guarantors. Note that the Amended Letter of Offer contains a cross-default to other indebtedness of BDP and an event
of default re change in ownership/control of BDP (and is, ultimately, a demand facility).
4.
There are various promissory notes in place evidencing loans from IDC to Norterra over many years. The total (that we know about) is
somewhere around $67,000,000 (principal amount only), plus IDC pays the amortization payments on Facility 3 under the BNS Credit
Agreement (which could amount to, in the aggregate over the term of the BNS Credit Agreement, $19,251,000), Note that this is the debt
that we know about there appears to be more debt between NorTerra and IDC according to the IDC Backgrounder. This intercompany debt
is guaranteed by the same subsidiaries that guarantee the BNS credit agreement debt (except BDP), and all guarantors and Norterra have
granted a security interests in all of their respective property/assets in IDC's favour.
5.
There is also inter-company debt provided by Norterra to various subsidiaries, including by Norterra to NTCL. This is historical debt that we
were not involved with (and so do not know the amounts etc.) This debt is guaranteed by all of the subsidiaries that guarantee the IDC debt,
and all subsidiary borrowers and guarantors have granted a security interest in their respective personal property in favour of Norterra,
2
WSLEGAL\066718\00002\l3149029v1
THIS IS EXHIBIT
retail-eV In the Affidavit of
Sworn before me this asib'.
day of
..,-,-....,
0-------
20/1
awilil,**.x.entr.74,n1.11
Lamont Bartlett
CONFIDENTIAL
EXHIBIT 5
"
THIS IS EKHINT thel\ftldault of
referred to
Sworn before me
day of
thla
Lamont Bartlett
A Commissioner for Oaths In and
CONFIDENTIAL
EXHIBIT 6
for Alberta
THIS IS XHISIT "

referred to In the fildavIt
Sworn before me thls
ofJpL__20,a)
64
,
0007.....01-1
,
apregeSapr
Lamont Bartlett
EXHIBIT 7
GUARANTEE AND POSTPONEMENT OF CLAIM

This GUARANTEE AND POSTPONEMENT OF CLAIM dated as of May 17,
2007 (as amended, supplemented or otherwise modified from time to time, the "Guarantee) is
by Northern Transportation Company Limited (the "Guarantor) to and in favour of The
Bank of Nova Scotia ("ENS"), In Its capacity as Administrative Agent for the benefit of the
Lenders, the Administrative Agent and the Swap Lenders,
PREAMBLE;
A,
The Lenders provided to NorTerra Inc. (the "Borrower") a 364 day revolving
credit facility, letter of credit facility and revolving term credit facility pursuant to a syndicated
credit agreement made as of May 17, 2007 between the Borrower as borrower, BNS In its
capacity es lead arranger, administrative agent and bookrunner (in such capacity the
"Administrative Agent''), and BNS and certain other institutions which are or become lenders
thereunder (collectively the "Lenders") (which syndicated credit agreement, es may be
amended, modified, supplemented, restated or replaced from time to time, Is referred to es the
"Syndicated Credit Agreement"),
B,
It is a condition precedent to the Lenders making Accommodations available
under the Syndicated Credit Agreement that the Guarantor grants this Guarantee to the
Administrative Agent.
NOW THEREFORE, for good and valuable consideration (the receipt and
sufficiency of which are hereby acknowledged by the Guarantor), the Guarantor agrees with the
Administrative Agent, the Lenders and the Swap Lenders es follows:
ARTICLE 1
INTERPRETATION
1.1
Definitions
All capitalized terms not otherwise defined in this Guarantee that are defined In
the Syndicated Credit Agreement shall have the meanings assigned to such terms by the
Syndicated Credit Agreement, and the following capitalized terms have the meanings set out
below (unless otherwise indicated, such meanings apply equally to the singular and plural forms
of the terms defined):
(a)
"Administrative Agent" has the meaning set out in Recital A of this Guarantee;
(b)
"Applicable Law" has the meaning set out in the Syndicated Credit Agreement;
(c)
''Bank Products" means any cash management, wire service, corporate credit
card or other similar services provided by a Lender to any Obligor;
(d)
"Bank Product Obligations" means, et any particular time, all of the then
indebtedness, liabilities and obligations, absolute or contingent, direct or indirect,
CAL_LAW\ 1304647\5
NTCL
2
matured or unmatured, liquidated or unliquidated, of any Obligor to a Lender
arising under or pursuant to any Bank Products;
(e)
"Borrower Guarantee" means the guarantee and postponement of claim

granted by the Borrower to the Administrative Agent whereby the Borrower
guarantees payment and performance of the Lender Risk Management
Obligations of any Guarantor to any Swap Lender;
"Borrower Guaranteed Obligations' means, at any particular time, all of the
then indebtedness, liabilities and obligations, absolute or contingent, direct or
Indirect, matured or unmatured, liquidated or unliquidated, of the Borrower to the
Administrative Agent and the Lenders under the Borrower Guarantee;
(g)
"Branch" means the Administrative Agent's Calgary Commercial Banking Centre

located at 240 - 8th Avenue S.W., Calgary, Alberta or such other branch of the
Administrative Agent In Calgary, Alberta as the Administrative Agent may, from
time to time, designate;
(h)
"Credit Parties" means, collectively, the Administrative Agent, the Lenders and
the Swap Lenders;
"Guaranteed Obligations" has the meaning set out In Section 2.1;
a)
"Indemnified Amounts" has the meaning set out In Section 2,2;
(k)
"Indemnifiable Circumstances" has the meaning set out in Section 2.2;

"Insolvency Law" has the meaning set out in the Syndicated Credit Agreement;
(m)
"Lender Risk Management Obligations" means, at any particular time, all of

the then Indebtedness, liabilities and obligations, absolute or contingent, direct or
Indirect, matured or unmatured, liquidated or unliquidated, of any Obligor to any
Swap Lender in respect of any Lender Risk Management Transaction;
(n)
"Lender Risk Management Transaction" means any foreign exchange or

interest rate risk management transactions to which any Obligor is party which Is
characterized as a "Lender Risk Management Transaction" under the Syndicated
Credit Agreement;
(o)
"Lien" has the meaning set out in the Syndicated Credit Agreement;
(p)
"Loan Documents" has the meaning set out in the Syndicated Credit
Agreement;
(q)
"Obligations" means, at any particular time, all of the then Indebtedness,

liabilities and obligations, absolute or contingent, direct or indirect, matured or
unmatured, liquidated or unliquidated, of the Borrower to the Lenders, the
Administrative Agent and the Swap Lenders arising under the Syndicated Credit
Agreement or other Loan Documents or created by reason of or in respect of the
Syndicated Credit Agreement or other Loan Documents, all fees due under this
Agreement and all costs or expenses of the Lenders and the Administrative
CAL,LAVV\ 130464715
NTCL
3
Agent and any other sums payable to the Lenders and the Administrative Agent
under the terms of the Syndicated Credit Agreement or other Loan Documents;
1.2
(r)
"Obligors' means the Borrower and the Guarantors (as such term is defined in
the Syndicated Credit Agreement);
(s)
"Original Currency" has the meaning set out in Section 8.10;
(t)
"Other Currency' has the meaning set out in Section 8,10;
(u)
"Proceedings" means any voluntary or Involuntary proceedings under any

Insolvency Law or any receivership proceeding;
(v)
"Property' has the meaning set out in the Syndicated Credit Agreement;
(w)
"Syndicated Credit Agreement" has the meaning set out in the recitals to this
Guarantee,
References
As used herein, "this Guarantee", "hereto", "herein", "hereof", 'hereby",

"hereunder" and any similar expressions refer to this Guarantee as it may be supplemented,
amended, restated or replaced from time to time, and not to any particular Article, Section or
other portion hereof, Whenever in this Guarantee a particular Article, Section or other portion
thereof is referred to, such reference pertains to the Article, Section or portion thereof contained
herein unless otherwise Indicated. In this Guarantee, unless the context otherwise requires,
words importing the singular include the plural and vice versa and words importing gender
include all genders. The Inclusion of headings In this Guarantee Is for convenience of reference
only and shall not affect the construction or interpretation hereof.
1.3
Invalidity of Provisions
Each of the provisions contained In this Guarantee is distinct and severable and
a declaration of invalidity or unenforceability of any such provision or part thereof by a court of
competent jurisdiction shall not affect the validity or enforceability of any other provision hereof.
1,4
Entire Agreement
This Guarantee constitutes the entire agreement among the parties pertaining to
the subject matter of this Guarantee. There are no warranties, representations or agreements
between the parties In connection with such subject matter, except as specifically set forth or
referred to In this Guarantee,
1.6
Waiver, Amendment
No amendment or waiver of this Guarantee shall be binding unless executed in

writing by the Administrative Agent. A waiver of any provision of this Guarantee shall only
constitute a waiver in the specific Instance and for the specific purpose for which it is given, A
waiver of any provision of this Guarantee shall not constitute a continuing waiver unless
expressly provided In writing by the Administrative Agent,
GAL LAVV\ 130464716
NTOL.
4
1.6
Governing Law, Attommant
This Guarantee shall be governed by and construed in accordance with the laws
of the Province of Alberta and the laws of Canada applicable therein and the parties hereby
irrevocably attOrn to the non-exolusive jurisdiction of the courts of Alberta.
ARTICLE 2
GUARANTEE AND INDEMNITY
2.1
Guarantee
The Guarantor unconditionally and irrevocably guarantees to and for the benefit
of each of the Credit Parties the due and punctual payment and performance of all Obligations,
Borrower Guaranteed Obligations, Bank Product Obligations of all Obligors (other than the
Guarantor) and Lender Risk Management Obligations of the Borrower (collectively, the
"Guaranteed Obligations"). This Guarantee contained herein Is an absolute, unconditional,
present and continuing guarantee of payment, and not of collection, is in no way conditioned or
contingent upon any attempt to collect from or enforce payment by the Borrower or upon any
other event, contingency or circumstance whatsoever and shall be binding upon and against the
Guarantor without regard to the validity or enforceability of any Loan Document, lf, for any
reason whatsoever, the Borrower shall fall or be unable to duly, punctually and fully pay or
perform any Guaranteed Obligations as and when the same shall become due and payable, the
Guarantor shall forthwith pay, cause to be paid or cause to be performed, such Guaranteed
Obligations to the Administrative Agent for and on behalf of the Credit Parties,
2.2
Indemnity
The Guarantor shall indemnify and save harmless the Credit Parties (or any of
them) from and against any and all losses, costs and expenses which they may suffer
(collectively, the "Indemnified Amounts") by the Guaranteed Obligations not being paid or
performed In a punctual manner or by any of the Guaranteed Obligations or any Loan
Document being or becoming for any reason whatsoever in whole or in part;
(a)
void, voidable, ultra vires, illegal, invalid, ineffective or otherwise unenforceable

by the Credit Parties (or any of them) in accordance with its terms; or
(b)
released, compromised or discharged by operation of law or otherwise, other

than a discharge given in connection with full and final satisfaction of the
Guaranteed Obligations;
(all of the foregoing collectively, an "IndemnIfiable Circumstance"). For greater certainty,

these losses shall Include without limitation the amount of all Guaranteed Obligations which
would have been payable by the Borrower or any other Obligor but for the existence of an
indemniflable Circumstance.
2.3
Reinstatement
This Guarantee herein shall be reinstated if at any time any payment of any
Guaranteed Obligations or indemnified Amounts is rescinded or must otherwise be returned by
any Credit Party as a result of any Proceedings of or affecting the Borrower or any other
Obligor, the Guarantor or any other Person or for any other reason whatsoever, all as though
OALLAW1130464715
NTCL
5
such payment had not been made, The Credit Parties (or any of them) may concede or
compromise any claim that such payment ought to be rescinded or otherwise returned, without
discharging, diminishing or In any way affecting the liability and the obligation of the Guarantor
under this Guarantee,
ARTICLE 3
SUBORDINATION AND POSTPONEMENT
3,1
Dealings with the Borrower and other Obligors
The Credit Parties shall be entitled to deal with the Borrower, any other Obligor,
the Loan Documents and the Guaranteed Obligations as the Credit Parties may see fit without
in any manner affecting the guarantee of the Guaranteed Obligations, and In particular, without
limiting the generality of the foregoing, the Credit Parties may from time to time:
3.2
(a)
grant time, renewals, extensions, releases, discharges or other indulgences or

forbearances to the Borrower and/or any other Obligor;
(b)
waive timely and strict compliance with or refrain from exercising any rights under
the Loan Documents or the Guaranteed Obligations; and
(c)
take and give up Liens in the Property of the Borrower and/or any other Obligor
and release, amend, extend, supplement, restate, substitute or replace any of the
Loan Documents or the Guaranteed Obligations in whole or in part.
Subordination and Postponement
All debts and liabilities, present and future, of the Borrower to the Guarantor are
hereby fully subordinated and postponed to the Guaranteed Obligations; and this postponement
Is Independent of the guarantee and shall remain in full force and effect until repayment and
satisfaction in full to the Administrative Agent of all the Guaranteed Obligations, notwithstanding
that the Borrower's obligation and liabilities in respect of the Guaranteed Obligations may have
been suspended, discharged or terminated by bankruptcy, insolvency or otherwise by operation
of law,
ARTICLE 4
ENFORCEMENT
4,1
Demand
Upon the occurrence and during the continuance of an Event of Default, the
Guarantor shall, on demand by or on behalf of the Administrative Agent, forthwith pay to the
Administrative Agent and/or perform or cause the performance of all Guaranteed Obligations for
which such demand was made. In addition, all Indemnified Amounts shall be payable by the
Guarantor to the Administrative Agent forthwith upon demand by the Administrative Agent. The
Guaranteed Obligations and indemnified Amounts shall bear interest at the rates per annum
provided for In the Syndicated Credit Agreement for Prime Rate Loans, which accrued interest
shall be payable by the Guarantor on demand by the Administrative Agent.
CAL_LAW1130464715
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6
4,2
Right to Immediate Payment or Performance
The Administrative Agent shall not be bound to make any demand on or to seek
or exhaust Its recourse against the Borrower or any other Person or any Lien held by any Credit
Party, before being entitled to demand payment from or performance by the Guarantor and
enforce its rights under this Guarantee, and the Guarantor hereby renounces all benefits of
discussion and division,
4.3
Subrogation
The Guarantor shall not have any right of subrogation to any Credit Party or be
otherwise entitled to claim the benefit of any Llen held by any Credit Party in respect of the
Guaranteed Obligations or the Indemnified Amounts until the Credit Parties have received full
and final payment and performance of all Guaranteed Obligations, all Indemnified Amounts and
all other amounts payable hereunder.
4,4
Principal DebtoE
Any amounts which may not be recoverable from the Guarantor as guarantor
under this Guarantee shall be recoverable from the Guarantor as if the Guarantor were the
principal debtor in respect thereof and shall be paid to the Administrative Agent by the
Guarantor after demand therefor; provided however the Guarantor shall be entitled, in any
actions or proceeding by the Administrative Agent or the other Credit Parties under this
Guarantee to raise any defence on the merits (excluding for certainty any defence contemplated
by Section 5.1 or Section 5.2 of this Guarantee) which would be available to the Borrower, In
any action or proceeding brought by the Administrative Agent or the other Credit Parties against
the Borrower in respect of the Guaranteed Obligations,
ARTICLE 5
PROTECTION OF CREDIT PARTIES
5.1
Defects In Creation of Guaranteed Obligations
No Credit Party shall be concerned to see or inquire into the capacity and powers
of the Borrower, the other Obligors or their directors, officers, employees or agents acting or
purporting to act on their behalf. All obligations, liabilities and indebtedness purporting to be
Incurred by the Borrower and any other Obligor (other than the Guarantor) In favour of the
Credit Parties pursuant to the Loan Documents shall be deemed to form part of the Guaranteed
Obligations even though the Borrower and such other Obligors may not be a legal entity or the
Incurring of such obligations, liabilities or Indebtedness was irregularly, fraudulently, defectively
or Informally effected or in excess of the capacity or powers of the Borrower or such other
Obligors or their directors, officers, employees or agents and notwithstanding that any Credit
Party has specific notice of the capacity and powers of the Borrower or such other Obligors or
their directors, officers, employees or agents.
5.2
Liability Absolute
This Guarantee shall be a continuing guarantee and postponement agreement

and the liability of the Guarantor hereunder shall be absolute, unconditional and irrevocable and
shall not be discharged, diminished or In any way affected by:
CALJAWI 130464715
NICI,
7
(a)
any amalgamation, merger, consolidation or reorganization of the Borrower, the

Guarantor or any other Obligor. or any continuation of the Borrower, the
Guarantor or any other Obligor from the statute or laws under which It now or
hereafter exists to another statute or other laws whether under the laws of the
same jurisdiction or another jurisdiction;
(b)
any change in the name, business, objects, capital structure, ownership,

constatIng documents, by-laws, declarations of trust, partnership agreements or
resolutions of the Borrower, the Guarantor or any other Obligor, as the case may
be, Including without limitation any transaction (whether by way of transfer, sale
or otherwise) whereby all or any part of the undertaking, property and assets of
the Borrower, the Guarantor or any other Obligor becomes the property of any
other Person;
(c)
any lack of validity, enforceability or value of any Loan Document or any other
agreement or instrument relating thereto or to any Lien therefor;
(d)
any change in the time, manner or place of payment of, or In any other term of
any Loan Document or any amendment or waiver thereof, or any consent to
departure from any Loan Document;
(e)
any taking, exchange, release or non-perfection of any Lien, or any release or

amendment or waiver of or consent to departure from any other guarantee for
any Loan Document;
(f)
any manner of application of any Lien or proceeds of realization thereof, or any

manner of sale or other disposition of any collateral or any other assets of the
Borrower, the Guarantor or any other Obligor;
(g)
the bankruptcy, insolvency, liquidation or dissolution of the Borrower, the

Guarantor or any other Obligor, or any other Person, and the occurrence of any
Proceeding;
(h)
any amendment or modification of or supplement to or other change In any Loan

Document;
(i)
any failure, omission or delay on the part of any Person to conform or comply
with any term of any Loan Document;
to the extent as may be waived under Applicable Law, the benefit of all principles
or provisions of law, statutory or otherwise, which may be In conflict with the
terms hereof; or
(k)
any other circumstance which might otherwise constitute in whole or in part a

defence (excluding any defence on the merits which would be available to the
Borrower in any action or proceeding brought by the Administrative Agent or the
other Credit Parties against the Borrower In respect of the Guaranteed
Obligations) available to, or a discharge of the Borrower, the Guarantor, any
other Obligor, or any other Person In respect of the Guaranteed Obligations or
the other obligations of the Guarantor hereunder, other than a discharge granted
In connection with the full and final satisfaction of the Guaranteed Obligations,
CALJ.,AW1130464715
NTCL
8
Without limiting the generality of the foregoing, the Guarantor agrees that
repeated and successive demands may be made and recoveries and judgments may be had
hereunder as and when, from time to time the Borrower or any other Obligor shall default under
or fall to comply with the terms of any Loan Document and that notwithstanding the recovery or
judgment hereunder for or in respect of any given default or failure to so comply by the Borrower
or any other Obligor under any such Loan Document, this Guarantee shall remain in force and
effect and shall apply to each and every subsequent default, If (I) an Event of Default shall at
any time have occurred and be continuing and (ii) such exercise of any rights and remedies, or
any consequences thereof, provided in any Loan Document, as the case may be, shall at any
time be prevented by reason of the pendency against the Borrower or any other Obligor of a
Proceeding, the Guarantor agrees that, solely for purposes of this Guarantee end its obligations
hereunder, such Loan Document shall be deemed to have been declared In default and all
amounts thereunder shall be deemed to be due and payable, with all the attendant
consequences as provided In such agreement and if declaration of an Event of Default and the
consequence thereof had been accomplished In accordance with the terms thereof, and the
Guarantor shall forthwith pay and perform the Guaranteed Obligations,
5,3
No Merger
The Guarantor covenants and agrees with the Administrative Agent that, In the
case of any judicial or other proceeding to enforce the rights and remedies of the Administrative
Agent hereunder, judgment may be rendered against the Guarantor In favour of the
Administrative Agent for any amount owing under this Guarantee (or for which the Guarantor
may be liable hereunder after the application to the payment thereof of the proceeds of any sale
of any of the Property of the Guarantor) and such judgment shall not create e merger with any
other right or amount owing to the Credit Parties under any other Loan Document,
5,4
Dealings by the Credit Parties
The Credit Parties may from time to time in their absolute discretion, without
discharging, diminishing or in any way affecting the liability of the Guarantor hereunder:
(a)
permit any increase or decrease, however , significant, of the Guaranteed

Obligations or supplement, amend, restate or substitute, in whole or in part,
however significant, the Guaranteed Obligations, any Loan Document or any
other agreement relating to any of the foregoing or, In whole or in part, or
demand payrhent of all or any Guaranteed Obligations and/or the Indemnified
Amounts;
(b)
enforce or take action under or abstain from enforcing or taking action under any
Loan Document or any other guarantee of the Guaranteed Obligations;
(o)
receive, give up, subordinate, release or discharge any Lien; supplement,

amend, restate, substitute, renew, abstain from renewing, perfeot or abstain from
perfecting or maintaining the perfection of any Llen; enforce, take action under or
realize in any manner or abstain from enforcing, taking action under or realizing
any Lien; deal with or abstain from dealing with all or any part of the undertaking,
property and assets subject to any Lien; or allow or abstain from allowing the
borrower, any other Obligor or other Persons to deal with all or any part of such
undertaking, property and assets;
CALLAVV\ 130464716
NTCL
9
(d)
renew all or any part of the Guaranteed Obligations or grant extensions of tinne or
any other indulgences to the Borrower, the Guarantor, any other Obligor or other
Person liable directly or indirectly for all or any part of the Guaranteed
Obligations or indemnified Amounts;
(e)
accept or make any compositions or arrangements with or release, discharge or

otherwise deal with or abstain from dealing with the Borrower, the Guarantor, any
other Obligor or other Person liable directly or indirectly for all or any part of the
Guaranteed Obligations or indemnified Amounts;
(f)
in whole or In part prove or abstain from proving any claim of any Credit Party In
any Proceedings of or affecting the Borrower, any other Obligor or any other
Person; and
(g)
agree with the Borrower, the Guarantor, any other Obligor or any other Person to
do anything described in paragraphs (a)to (f) above;
whether or not any of the matters described in paragraphs (a) to (g) above occur alone or in
connection with one or more other such matters.
No loss of or in respect of any Lien for the Guaranteed Obligations, the
Indemnified Amounts or any part thereof, whether occasioned through the fault of any Credit
Party or otherwise, shall discharge, diminish or In any way affect the liability of the Guarantor
hereunder, No Credit Party or any of their directors, officers, employees or agents or any
receiver or receiver-manager appointed by any of them or by a court shall have any liability,
whether in tort, contract or otherwise, for any neglect or any act taken or omitted to be taken by
them In connection with the Guaranteed Obligations or any part thereof or any Lien for the
Guaranteed Obligations or any part thereof including without limitation any of the matters
described above in this Section 5.4, except in each case and with respect to a particular Credit
Party, such Credit Party's gross negligence or wilful misconduct,
5,5
Waiver of Notice
To the extent permitted by Applicable Law, the Guarantor expressly waives any
right to receive notice of the existence or creation of all or any of the Guaranteed Obligations or
the Indemnified Amounts and presentment, demand, notice of dishonour, protest, notice of any
of the events or circumstances described In Sections 6,1, 5.2, 5,3, 5.4 and all other notices
whatsoever In respect of the Guaranteed Obligations or the Indemnified Amounts. The
Guarantor hereby acknowledges receipt of copies of the Loan Documents and all guarantees
and other documents referred to In the Syndicated Credit Agreement and of all the provisions
therein contained and consents to and approves the same.
ARTICLE 6
REPRESENTATIONS AND WARRANTIES
The Guarantor represents and warrants to the Credit Parties each of the
representations and warranties pertaining directly to the Guarantor in Article 10 of the
Syndicated Credit Agreement are true and correct, and acknowledges that the Credit Parties
are relying upon such representations and warranties in entering into the Syndicated Credit
Agreement and extending Accommodations thereunder.
CAL LAW1130464715
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10
ARTICLE 7
COVENANTS
So long as the Syndicated Credit Agreement is in force or any Guaranteed
Obligations are outstanding or Accommodations are available to the Borrower, the Guarantor
covenants and agrees with the Credit Parties that It will comply with the covenants, agreements
and obligations pertaining directly to It under Article 11 of the Syndicated Credit Agreement
unless the Majority Lenders (or such greater threshold as may be specifically provided
elsewhere In this Agreement)otherwise expressly agree. In writing.
ARTICLE 8
MISCELLANEOUS
8.1
Expenses,
The Guarantor shall pay on demand all reasonable out of pocket costs and
expenses of the Credit Parties (including, without limitation, the fees and expenses of counsel
for the Credit Parties) incurred in connection with any enforcement of this Guarantee,
8.2
No Prejudice
No Credit Party shall be prejudiced In their rights and remedies hereunder by any
act or failure to act of the Borrower, the Guarantor or any other Obligor, or any failure the
Borrower, the Guarantor or any other Obligor to comply with any agreement or obligation,
regardless of any knowledge thereof which any Credit Party may have or be deemed to have or
with which any Credit Party may be charged,
8,3
No.Set.off by Guarantor
All amounts payable by the Guarantor under this Guarantee shall be paid without
set-off or counterclaim,
8.4
No challenge
The Guarantor shall not at any time challenge, dispute or contest the validity or
enforceability of the guarantee provided for herein or take any action that could diminish, impair
or prejudice the guarantee contemplated hereby.
8,5
No Waivor
No delay on the part of the Administrative Agent in the exercise of any right,
power or remedy hereunder or otherwise shall operate as a waiver thereof, and no single or
partial exercise by the Administrative Agent of any right, power or remedy shall preclude other
or further exercise thereof or the exercise of any other right, power or remedy. No action of the
Administrative Agent permitted hereunder shall in any way impair or affect its rights, powers or
remedies under this Guarantee.
8,6
Additional Security
This Guarantee shall be In addition to, and shall not be in any way prejudiced by
nor shall this Guarantee prejudice any Lien or guarantee now or hereafter held by any Credit
OAL,,LAW\1304647\6
NTOL
11
Party and the endorsement by the Guarantor of any notes or other documents, and rights of the
Credit Parties under this Guarantee shall not be merged In any such other Lien, guarantee or
endorsement.
8.7
Assignment
The Guarantor shall not assign any of its obligations with respect to this
Guarantee without the prior written consent of the Administrative Agent.
8,8
Communication
Any demand, notice or other communication required or permitted to be given

hereunder shall be given In the manner contemplated by Section 14.2 of the Syndicated Credit
Agreement and shall be addressed as follows:
To the Guarantor:
c/o NorTerra Inc.
Suite 2000, Commerce Place
10155 122 Street
Edmonton, AB T5J 4G8
Telecopier Number: (780)424.1935
Attention: Senior Vice President and Chief Financial Officer
To the Administrative Agent:
The Bank of Nova Scotia
Loan Syndications
40 King Street West
62nd Floor
Toronto, Ontario M5W 2X6
Telecopier Number: (416)866-3329
Attention: Director
8.9
Successors and Assigns
This Guarantee shall be binding upon the Guarantor and Its successors
(Including any successor by reason of amalgamation, winding-up or merger) and permitted
assigns and enure to the benefit of the Credit Parties and their permitted assigns es provided for
In the Syndicated Credit Agreement.
8.10
Foreign Currency
The Guarantor shall make payment relative to each Guaranteed Obligation In

the currency In which the Borrowers is required to pay such Guaranteed Obligation (the
"Original Currency"), If the Guarantor makes payment relative to any Guaranteed Obligation
to the Administrative Agent in a currency other than the Original Currency (the "Other
Currency")(whether voluntarily or pursuant to an order or judgment of a court or tribunal of any
Jurisdiction), such payment shall constitute a discharge of the liability of the Guarantor
hereunder in respect of such Guaranteed Obligation only to the extent of the amount of the
Original Currency which the Administrative Agent is able to purchase at Toronto, Ontario with
CAI,LAW1130464716
NIT!.
12
the amount It receives on the date of receipt in accordance with Its normal practice. If the
amount of the Original Currency which the Administrative Agent is able to purchase Is less than
the amount of such currency originally due to it In respect to the relevant Guaranteed Obligation,
the Guarantor shall indemnify and save the Credit Parties harmless from and against any loss
or damage arising as a result of such deficiency. This indemnity shall constitute an obligation
contained in this Guarantee, shall give rise to a separate and independent cause of action, shall
apply Irrespective of any Indulgence granted by the Administrative Agent and shall continue In
full force and effect notwithstanding any Judgment or order In respect of any amount due
hereunder or under any Judgment or order.
8,11
Copy Received
The Guarantor acknowledges receipt of a copy of this Guarantee and the

Syndicated Credit Agreement,
8,12
Time of the Essence

Time shall be of the essence of this Guarantee,
8,13
Survival of this Guarantee and Credit Agreement Provision
Notwithstanding the full and final payment of all of the Obligations and Bank
Product Obligations or any termination of the Syndicated Credit Agreement, this Guarantee and
all terms defined in the Syndicated Credit Agreement that are Incorporated herein by reference
shall survive and continue, until all Lender Risk Management Obligations are also fully and
finally paid and Lender Risk Management Agreements are terminated, except to the extent that
the agreements, confirmations or other documents evidencing or creating the same provide
otherwise.
8,14
Paramountcy
If there is a conflict or inconsistency between the provisions of this Guarantee

and the provisions of the Syndicated Credit Agreement, the Syndicated Credit Agreement will
prevail to the extent of the conflict or the Inconsistency,
IN WITNESS WHEREOF the Guarantor has executed this Guarantee as of the
day and year first above written,
NORTHERN TRANSPORTATION COMPANY
LIMITED
Ser:
,CF6
Name: Carmen Lober
Title:
Per:
Name: Art
Title:
CAL,_LAW\ 1304647\5
sset
NTCL
GENERAL SECURITY AGREEMENT

THIS GENERAL SECURITY AGREEMENT Is made as of May 17, 2007, by
Northern Transportation Company Limited (the "Debtor") In favour of The Bank of Nova
Scotia ("BNS") In its capacity as administrative agent for and on behalf of the Lenders, the
Administrative Agent and the Swap Lenders (in such capacity, the "Administrative Agent").
For good and valuable consideration, the receipt and adequacy of which are
acknowledged by the Debtor, the Debtor agrees with the Administrative Agent as follows:
1.
Definitions, All capitalized terms not otherwise defined in this Agreement that
are defined In the Syndicated Credit Agreement shall have the meanings assigned to such
terms by the Syndicated Credit Agreement, and the following capitalized terms have the
meanings set out below (unless otherwise Indicated, such meanings apply equally to the
singular and plural forms of the terms defined):
(a)
"Administrative Agent" has the meaning set out in the Syndicated Credit
Agreement,
(b)
"Agreement" means this agreement, as amended, modified, supplemented or

restated from time to time,
(c)
"Books and Records" means all books, records, files, papers, disks, documents
and other repositories of data recording in any form or medium, evidencing or
relating to the Collateral which are at any time owned by the Debtor or to which
the Debtor (or any Person on the Debtor's behalf) has access.
(d)
"Borrower" means NorTerra Inc, and its successors and assigns,
(e)
"Business Day" has the meaning set out in the Syndicated Credit Agreement,
(f)
"Collateral" means all present and after acquired personal property and
undertaking of the Debtor or In which the Debtor has an interest, including any
property that may be described in any schedule to this Agreement or any
schedules, documents or listings that the Debtor may from time to time provide to
the Administrative Agent in connection with this Agreement for inclusion Into
Schedule "2" hereof and proceeds to any of the foregoing, wherever located,
including the following:
(l)
all Equipment, including furniture, fixtures, equipment, machinery, plant,

tools, vehicles and other tangible personal property;
(II)
all Inventory, including all raw materials, work in progress and finished
goods;
(111)
all Accounts including deposit accounts in banks, credit unions, trust

companies arid other similar institutions, debts, demands and chooses in
action which are now due, owing or accruing or which may hereafter
become due, owing and accruing due to the Debtor and all claims of any
CAL_LAW\ 1518525\2
2
kind which the Debtor now has or may have including claims against the
Crown and claims under Insurance policies;
(Iv)
all Chattel Paper, Documents of Title, Money, instruments and Securities

(including all Equity Securities held by the Debtor) and intangibles,
including Contracts, Permits, orders, Judgments, certificates, rulings,
Insurance policies, franchises, immunities, privileges, and benefits and all
good will;
(v)
all intellectual Property Rights;
(vl)
all goodwill and uncalled capital;
(vii)
all Books and Records and other rights in benefits in respect of the
foregoing; and
(viii)
all renewals, substitutions and replacements thereof and all attachments,

accessories and increases, additions, Accessions and Proceeds in
respect of the foregoing,
(g)
"Contracts" means all contracts, agreements, authorizations, orders, permits,

approvals, grants, licenses, consents, rights, franchises, privileges, certificates,
Judgments, writs, injunctions, awards, determinations and directions, to which the
Debtor is at any time a party or pursuant to which the Debtor has at any time
acquired rights, and includes (1) all rights of the Debtor to receive money due and
to become due to it in connection with the foregoing, (11) all rights of the Debtor to
damages arising out of, or for breach or default in respect of the foregoing, and
(iii) all rights of the Debtor to perform and exercise all remedies in connection
with the foregoing,
(h)
"Guarantee" means the guarantee and postponement of claim of even date

herewith granted by the Debtor to the Administrative Agent.
(i)
"Excluded Collateral" means the last day of the term of any real property lease
and any Contract, intellectual Property Right or Permit where the grant of a
Security Interest therein without consent would result in the breach or termination
thereof, unless such consent is obtained,
(1)
"Guaranteed
(k)
"Intellectual Property Rights" means all industrial and intellectual property

rights world-wide, whether registerable or unregistsrable, Issued or as
applications, including copyrights, patents, trade-marks, domain names,
Industrial designs, know-how, and trade secrets, topographies, licenses or
Contracts related thereto, damages, profits or other payments for past or future
Infringement of any such industrial or intellectual property, the right to sue for
past, present and future infringements of any such industrial and intellectual
Obligations" means, at any particular time, all of the then

indebtedness, liabilities and obligations, absolute or contingent, direct or indirect,
matured or unmatured, liquidated or unliquidated, of the Debtor to Administrative
Agent and the Lenders under the Guarantee,
CALLAW1 131E352512
3
property and Including, without limitation, all ''intellectual Property Rights" es
such term Is defined In the Syndicated Credit Agreement,
(I)
"Lender" or "Lenders" has the meaning set out In the Syndicated Credit
Agreement.
(m)
"Lender Risk Management Obligations" means, et any particular time, all of

the then indebtedness, liabilities and obligations, absolute or contingent, direct or
Indirect, matured or unmatured, liquidated or unliquidated, of the Debtor to any
Swap Lender in respect of any Lender Risk Management Transaction,
(n)
"Lender Risk Management Transaction" means any foreign exchange or

Interest rate risk management transactions to which the Debtor is party which Is
characterized as e "Lender Risk Management Transaction" under the Syndicated
Credit Agreement.
(o)
"Money" has the meaning given to it In the PPSA or, If there is no such meaning
given in the PPSA, means a medium of exchange authorized or adopted by the
Parliament of Canada as part of the currency of Canada, or by a foreign
government as part of Its currency,
(p)
"Permits" means all permits, licenses, authorizations, approvals, franchises,

rights-of-way, easements end entitlements that the Debtor has, or hereafter
acquires, to own, possess or operate any of Its property or to operate and carry
on any part of Its business,
(q)
"Person" will be broadly interpreted and includes an individual, a corporation, a

limited liability company, a partnership, a trust, a joint venture, an association, an
unincorporated organization, the government of a country or any political
subdivision thereof, any agency or department of any such government, a
regulatory agency or any other Juridical entity and the heirs, executors,
administrators or ether legal representatives of an Individual,
(r)
"Property" has the meaning set out in the Syndicated Credit Agreement,
(s)
"PPSA" means the Personal Property Security Act of the Province of Alberta, es
amended, renamed or replaced from time to time (and Includes all regulations
from time to time made under such legislation).
(t)
"Receiver" means a receiver, a manager, e receiver and manager or an agent of

the Administrative Agent, any of the Secured Parties or any Receiver,
(u)
"Secured Obligations" means, collectively, the Guaranteed Obligations, the

Lender Risk Management Obligations of the Debtor, all Bank Product Obligations
of the Debtor and payment of all expenses of the Administrative Agent
hereunder.
(v)
"Securities" has the meaning given to it in the PPSA, or if there is no such

meaning given in the PPSA, but the PPSA defines "security" instead, it means
the plural of that term.
CAL LAW\ 1318525\2
4
(w)
"Security Interest" means any mortgage, charge, pledge, hypothecation, lien

(statutory or otherwise), assignment, finance lease, title retention agreement or
arrangement, security Interest or other encumbrance or adverse claim of any
nature, or any other security agreement or arrangement creating in favour of any
creditor a right in respect of a partloular property,
"Swap Lenders" has the meaning set out in the Syndicated Credit Agreement,
"Syndicated Credit Agreement" means the syndicated credit agreement made
as of May 17, 2007, between the Borrower, as borrower, BNS, as Administrative
Agent, and BNS and certain other institutions which are or become lenders
thereunder as lenders, as such agreement may be amended, modified,
supplemented or restated from time to time,
"Accessions", "Account", "Chattel Paper", "Consumer Goods", "Document of Title",

"Equipment", "Goods", "Instrument", "Intangible", "Inventory", "Proceeds'', "PurchaseIVioney Security Interest" and "Value" have the meanings given to them in the PPSA,
2.
Grant of Security, As general and continuing collateral security for the due
payment and performance of the Secured Obligations, the Debtor mortgages, charges and
assigns the Collateral, and grants a security interest In the Collateral, to and in favour of the
Administrative Agent for the benefit of (I) the Administrative Agent, (11) the Lenders, and (II) the
Swap Lenders (collectively, the "Secured Parties").
Limitations on Grant of Security, The Security Interests created by this
3,
Agreement do not extend to any Excluded Collateral. Any Excluded Collateral will be held by
the Debtor In trust for the Administrative Agent and, on the exercise by the Administrative Agent,
of any of its rights under this Agreement after the Administrative Agent declaring all or any part
of the Secured Obligations to be immediately due and payable and demanding the repayment
thereof, will be assigned by the Debtor as directed by the Administrative Agent.
Attachment. The Debtor confirms that value has been given by the Secured
4.
Parties to the Debtor, that the Debtor has rights In the Collateral (other than after-acquired
property) and that the Debtor, the Administrative Agent and the Secured Parties have not
agreed to postpone the time for attachment of the Security Interests created by this Agreement
to any of the Collateral, The Security Interests created by this Agreement are Intended to
attach: (1) to existing Collateral when the Debtor signs this Agreement; and (11) to Collateral
subsequently acquired by the Debtor immediately upon the Debtor acquiring any rights in such
Collateral. The Security Interests created by this Agreement will have effect and be deemed to
be effective whether or not the Secured Obligations or any part thereof are owing or In existence
before or after or upon the date of this Agreement, and neither the execution of this Agreement
nor any advance of funds shall oblige any of the Secured Parties to advance any other funds,
5.
Purchase.Money Security Interest. If the Debtor uses any Value given by the
Secured Parties, to acquire rights in or to any of the Collateral, the Security Interest granted by
the Debtor to the Secured Parties in Section 2 shall be a Purchase-Money Security Interest In
such Collateral to secure the repayment of such Value,
Representations and Warranties, The Debtor represents and warrants to the
Administrative Agent that:
6.
CAL_LAW\ 1318525\2
5
(a)
Name of Debtor, The full legal name of the Debtor (including any French form
of Its legal name), and any other English 'or French name under which it conducts
its business, Is specified on the signature page of this Agreement,
(b)
Places of Business and Location of Collateral, The Debtor's principal place

of business and chief executive office, and the place where It keeps its Books
and Records, Is at the address specified on Schedule "1" to this Agreement. The
location of all other existing places where the Debtor carries on business or
keeps tangible Property Included In the Collateral, and the locations of all real
property owned or leased by the Debtor are set out In Schedule "1" to this
Agreement,
(c)
No Consumer Goods, The Debtor does not own any Consumer Goods which
are material In value or which are material to the business, operations, property,
condition or prospects (financial or otherwise) of the Debtor,
7.
that:
Covenants, The Debtor covenants and agrees with the Administrative Agent
(a)
Further Documentation, The Debtor will from time to time at its expense
promptly and duly authorize, execute and deliver such further Instruments and
documents, and take such further action, as the Administrative Agent may
reasonably request for the purpose of obtaining or preserving the full benefits of,
and the rights and powers granted by, this Agreement (including the filing by, or
on behalf of, the Administrative Agent of any financing statements or financing
change statements under any applicable legislation with respect to the Security
Interests created by this Agreement). The Debtor acknowledges that this
Agreement has been prepared based on the existing laws In the province
referred to in the "Governing Law; Attornment" section of this Agreement and that
a change in such laws, or the laws of other Jurisdictions, may require the
execution and delivery of different forms of security documentation, Accordingly,
the Debtor agrees that the Administrative Agent will have the right to require that
this Agreement be amended, supplemented or replaced, and that the Debtor will
immediately on reasonable request by the Administrative Agent authorize,
execute and deliver any such amendment, supplement or replacement (I) to
reflect any changes In such laws, whether arising as a result of statutory
amendments, court decisions or otherwise, (II) to facilitate the creation and
registration of appropriate security in all appropriate jurisdictions, or (111) If the
Debtor merges or amalgamates with any other Person or enters Into any
corporate reorganization, In each case in order to confer on the Administrative
Agent Security Interests similar to, and having the same effect and priority as, the
Security Interests created by this Agreement,
(b)
Delivery and Pledge of Certain Collateral, Promptly upon request from time to
time by the Administrative Agent, the Debtor will deliver (or cause to be
delivered) to the Administrative Agent, endorsed and/or accompanied by such
instruments of assignment and transfer In such form and substance as the
Administrative Agent may reasonably request, any and all Instruments,
Securities, Documents of Title and Chattel Paper included In or relating to the
Collateral as the Administrative Agent may specify In Its request,
CAL,LAW1131852512
6
(0)
Payment of Expenses; indemnification. The Debtor will pay on demand, and

will indemnify and $81/8 the Administrative Agent and the Secured Parties
harmless from, any and all liabilities, reasonable costs and expenses (including
legal fees and expenses on a solicitor and its own client basis and any sales,
goods and services or other similar taxes payable to any governmental authority
with respect to any such liabilities, costs and expenses) (I) incurred by the
Administrative Agent in the preparation, registration, administration or
enforcement of this Agreement, (ii) with respect to, or resulting from, any failure
or delay by the Debtor in performing or observing any of the Secured Obligations,
or (ill) incurred by the Administrative Agent in performing or observing any of the
Secured Obligations, except, subject to Applicable Law, to the extent that any of
the same shall be directly caused by the wilful misconduct or gross negligence of
the Administrative Agent.
(d)
Further Identification of Collateral, The Debtor will promptly furnish to the

Administrative Agent such statements and schedules further Identifying arid
describing the Collateral, and such other reports In connection with the Collateral,
as the Administrative Agent may from time to time reasonably request.
(e)
Consents, If specifically requested from time to time, the Debtor shall use its
commercially reasonable efforts to obtain a consent to the granting of a Security
Interest hereunder In any Contract, Intellectual Property Right or Permit which Is
Excluded Property,
(f)
Negative Pledge, Except for Permitted Encumbrances, the Debtor shall not
create, incur, assume or suffer to exist any Lien, upon or with respect to any of
their respective undertaking, properties, rights or assets, whether now owned or
hereafter acquired,
(g)
Restrictions on Dispositions.
Except for Perrnitted intercorporate
Transactions, Permitted Encumbrances and Permitted Dispositions, the Debtor
shall not:
(1)
Issue any Equity Securities not subject to e Security interest created by

the Security Documents or sell, transfer, assign or otherwise dispose of
any Equity Securities in any Material Subsidiaries nor suffer or permit the
Issuance of any Equity Securities in the Debtor (excluding the issuance of
Equity Securities of the Debtor to the Permitted Holders) or any Material
Subsidiary to any Person other than the Debtor or another Material
Subsidiary; and
(11)
shall riot and shall not permit the sole, transfer, assignment or other
disposition of any Properties,
Survival of Representations,. Warranties and Covenants. All agreements,

8.
representations, warranties and covenants made by the Debtor in this Agreement are material,
will be considered to have been relied on by the Administrative Agent and the Secured Parties
and will survive the execution and delivery of this Agreement or any investigation made at any
time by or on behalf of the Administrative Agent or the Secured Parties and any disposition or
payment of the Secured Obligations until repayment and performance in full of the Secured
CALJAW\ 1318525\2
7
Obligations and termination of all rights of the Debtor that, if exercised, would result In the
existence of Secured Obligations.
Rights on Demand for Payment, Upon the Administrative Agent declaring all
9,
or any pert of the Secured Obligations to be immediately due and payable and demanding the
repayment thereof, the security constituted by this Agreement will become enforceable, and the
Administrative Agent for the rateable benefit of the Secured Parties may, subject to the PPSA,
personally or by agent at such time or times as the Administrative Agent in its discretion may
determine, do any one or more of the following:
(a)
Rights under PPSA, etc. Exercise all of the rights and remedies granted to
secured parties under the PPSA and any other applicable statute, or otherwise
available to the Administrative Agent or the Secured Parties at law or in equity.
(b)
Demand Possession, Demand possession of any or all of the Collateral in

which event the Debtor will, at its own expense, immediately cause the Collateral
designated by the Administrative Agent to be assembled and made available
and/or delivered to the Administrative Agent at any place designated by the
(c)
Take Possession, Enter on any premises where any Collateral is located and
take possession of, disable or remove such Collateral.
(d)
Use of Collateral, Hold, store and keep idle, or operate, lease or otherwise use
or permit the use of any or all of the Collateral for such time and on such terms
as the Administrative Agent may determine, and demand, collect and retain all
earnings and other sums due or to become due from any Person In respect of
any of the Collateral.
(e)
Carry on Business, Carry on, or concur in the carrying on of, any or all of the
business or undertaking of the Debtor and enter on, occupy and use (without
charge by the Debtor) any of the premises, buildings, plant and undertaking of, or
occupied or used by, the Debtor.
(f)
Deal with Collateral. Seize, collect, receive, enforce or otherwise deal with any
Collateral in such manner, on such terms and conditions and at such times as
the Administrative Agent deems advisable,
(g)
Dispose of Collateral. Realize on any or all of the Collateral and sell, lease,
assign, give options to purchase, or otherwise dispose of and deliver any or all of
the Collateral (or contract to do any of the above), In one or more parcels at any
public or private sale, at any exchange, broker's board or office of the
Administrative Agent or elsewhere, on such terms and conditions as the
Administrative Agent for the ratsable benefit of the Secured Parties may deem
advisable and et such prices as It may deem best, for cash, on credit, for
deferred payment or for future delivery.
(h)
CourtnApproved Disposition of Collateral, Apply to a court of competent

Jurisdiction for the sale or foreclosure of any or all of the Collateral.
CAL_LAW11318625\2
(I)
Purchase by the Administrative Agent, At any public sale, and to the extent
permitted by law on any private sale, bid for and purchase any or all of the
Collateral offered for sale and, upon compliance with the terms of such sale,
hold, retain and dispose of such Collateral without any further accountability to
the Debtor or any other Person with respect to such holding, retention or
disposition, except as required by law. In any such sale to the Administrative
Agent, the Administrative Agent may, for the purpose of making payment for all
or any part of the Collateral so purchased, use any claim for Secured Obligations
then due and payable to it as a credit against the purchase price.
(j)
Collect Accounts. Notify the account debtors or obligors under any Accounts of
the assignment of such Accounts to the Administrative Agent and direct such
account debtors or obligors to make payment of all amounts due or to become
due to the Debtor In respect of such Accounts directly to the Administrative Agent
and, upon such notifioation and at the expense of the Debtor, enforce collection
of any such Accounts, and adjust, settle or compromise the amount or payment
of such Accounts, in such manner and to such extent as the Administrative Agent
deems appropriate in the circumstances,
(k)
Transfer of Securities. Transfer any Securities forming part of the Collateral

into the name of the Administrative Agent or its nominee, with or without
disclosing that the Securities are subject to the Security interests.
(l)
Exercise of Rights, Exercise any and ell rights, privileges, entitlements and
options pertaining to .any Securities forming part of the Collateral as if the
Administrative Agent were the absolute owner of such Securities,
(m)
Payment of Secured Obligations, Pay any liability secured by any Security

Interest against any Collateral. The Debtor will immediately on demand
reimburse the Administrative Agent for all such payments and such payments will
form part of the Secured Obligations and will be secured by the Security Interests
created by this Agreement,
(n)
Borrow and Grant Security Interests, Borrow money for the maintenance,
preservation or protection of any Collateral or for carrying on any of the business
or undertaking of the Debtor and grant Security Interests In any Collateral (in
priority to the Security Interests created by this Agreement or otherwise) as
security for the money so borrowed. The Debtor will immediately on demand
reimburse the Administrative Agent for all such borrowings and such obligation
will form part of the Secured Obligations and will be secured by the Security
Interests created by this Agreement,
(o)
Appointment of Receiver Pursuant to Agreement, Appoint by instrument In

writing one or more Receivers over the Debtor or any or all of the Collateral with
such rights, powers and authority (including any or all of the rights, powers and
authority of the Administrative Agent under this Agreement) as may be provided
for in the Instrument of appointment or any supplemental Instrument, and remove
and replace any such Receiver from time to time. To the extent permitted by
Applicable Law, any Receiver appointed by the Administrative Agent will (for
purposes relating to responsibility for the Receiver's acts or omissions) be
considered to be the agent of the Debtor and not of the Administrative Agent or
CAL_LAW\ 131852512
9
of the Secured Parties. The Administrative Agent may from time to time fix the
Receiver's remuneration and the Debtor will pay to the Administrative Agent the
amount of such remuneration,
(p)
CourtAppolnted Receiver. Apply to e court of competent jurisdiction for the

appointment of a Receiver of the Debtor or of any or all of the Collateral.
(q)
Consultants. Require the Debtor to engage a consultant chosen by the

Administrative Agent or engage a consultant on its own behalf, such consultant
to receive the full co-operation and support of the Debtor and its employees,
including unrestricted access to the premises, books and records of the Debtor,
All reasonable fees and expenses of such consultant shall be for the account of
the Debtor and the Debtor hereby authorizes any such consultant to report
directly to the Administrative Agent and to disclose to the Administrative Agent
any and all information obtained In the course of such consultant's retention.
The Administrative Agent may exercise any or all of the foregoing rights and
remedies without demand of performance or other demand, presentment, protest,
advertisement or notice of any kind (except as required by Applicable Law) to or on the Debtor
or any other Person, and the Debtor by this Agreement walves each such demand,
presentment, protest, advertisement and notice to the extent permitted by Applicable Law.
None of the above rights or remedies will be exclusive of or dependent on or merge In any other
right or remedy, and one or more of such rights and remedies may be exercised independently
or in combination from time to time. Without prejudice to the ability of the Administrative Agent
to dispose of the Collateral in any manner which Is commercially reasonable, but subject to
Applicable Law, the Debtor acknowledges that a disposition of Collateral by the Administrative
Agent, for the rateable benefit of the Secured Parties which takes place substantially in
accordance with the following provisions will be deemed to be commercially reasonable:
(I)
Collateral may be disposed of In whole or In part;
(11)
Collateral may be disposed of by public auction, public tender or private

contract, with or without advertising and without any other formality;
(III)
any purchaser or lessee of Collateral may be a customer of the

Administrative Agent or any of the Secured Parties;
(iv)
a disposition of Collateral may be, on such terms and conditions es to

credit or otherwise as the Administrative Agent, acting reasonably, may
determine to be commercially reasonable; and
(v)
the Administrative Agent may establish an upset or reserve bid or price in

respect of Collateral,
1 0.
Grant of Licence. For the purpose of enabling the Administrative Agent to
exercise its rights and remedies under section 9 when the Administrative Agent is entitled to
exercise such rights and remedies, and for no other purpose, the Debtor by this Agreement
grants to the Administrative Agent, to the extent legally permitted to do so, an irrevocable, nonexclusive licence (exercisable without payment of royalty or other compensation to the Debtor)
to use, assign or sublicense any or all of the Intellectual Property Rights, including In such
OALJAW\ 1318625\2
10
licence reasonable access to all media In which any of the licensed Items may be recorded or
stored and to all computer programs used for the compilation or printout of the same,
Sale of Securities, The Administrative Agent Is authorized, in connection with
11,
any offer or sale of any Securities forming part of the Collateral, to comply with any limitation or
restriction as it may be advised by counsel is necessary to comply with Applicable Law,
including compliance with procedures that may restrict the number of prospective bidders and
purchasers, requiring that prospective bidders and purchasers have certain qualifications, and
restricting prospective bidders and purchasers to Persons who will represent and agree that
they are purchasing for their own account or investment and not with a view to the distribution or
resale of such Securities. The Debtor further agrees that compliance with any such limitation or
restriction will not result in a sale being considered or deemed not to have been made in a
commercially reasonable manner, and the Administrative Agent and the Secured Parties will not
be liable or accountable to the Debtor for any discount allowed by reason of the fact that such
Securities are sold In compliance with any such limitation or restriction.
12.
Application of Proceeds. All Proceeds of Collateral received by the
Administrative Agent or by a Receiver may be applied to discharge or satisfy any expenses
(including the Receiver's remuneration and other expenses of enforcing the rights under this
Agreement of the Administrative Agent), Security Interests In favour of Persons other than the
Administrative Agent, borrowings, taxes and other outgoings affecting the Collateral or which
are considered advisable by the Administrative Agent or the Receiver to protect, preserve,
repair, process, maintain or enhance the Collateral or prepare it for sale, lease or other
disposition, or to keep In good standing any Security Interests in the Collateral ranking in priority
to any of the Security Interests created by this Agreement, or to sell, lease or otherwise dispose
of the Collateral, The balance of such Proceeds may, at the sole discretion of the
Administrative Agent, be held as collateral security for the Secured Obligations or be applied to
such of the Secured Obligations (whether or not the same are due and payable) In such manner
and at such times as the Administrative Agent considers appropriate and thereafter will be
accounted for as required by law,
continuing Liability of Debtor. The Debtor will remain liable for any Secured
13,
Obligations that are outstanding following realization of all or any part of the Collateral and the
application of the Proceeds thereof,
14,
The Appointment of the Administrative Agent, 8$ Attornev-In-Fact. The
Debtor constitutes and appoints the Administrative Agent, and any officer or agent of the
Administrative Agent, for the rateable benefit of the Secured Parties, with full power of
substitution, as the Debtor's true and lawful attorney-In-fact with full power and authority in the
place of the Debtor and in the name of the Debtor or in Its own name, from time to time in the
discretion of the Administrative Agent, to take any and all appropriate action and to execute any
and all documents and instruments as, In the opinion of such attorney acting reasonably, may
be necessary or desirable to accomplish the purposes of this Agreement. These powers are
coupled with an interest and are irrevocable until this Agreement Is terminated and the Security
Interests created by this Agreement are released. Nothing In this section affects the right of the
Administrative Agent, the Secured Parties, any one or more of them or any other Person, to sign
and file or deliver (as applicable) all such financing statements, financing change statements,
notices, verification agreements and other documents relating to the Collateral and this
Agreement as the Administrative Agent, the Secured Parties or any one or more of them or
such other Person considers appropriate,
CAL_LAW\ 1316525\2
11
15.
,Performance of Debtor's Secured Obligations by the Administrative Agent.
If the Debtor fails to perform or comply with any of its obligations under this Agreement, the
Administrative Agent may, but need not, perform or otherwise cause the performance or
compliance of such obligation, provided that such performance or compliance will not constitute
a waiver, remedy or satisfaction of such failure, The expenses of the Administrative Agent
Incurred in connection with any such performance or compliance will be payable by the Debtor
to the Administrative Agent on demand, and until paid, any such expenses will form part of the
Secured Obligations and will be secured by the Security interests created by this Agreement.
Right of Set-Off. The Administrative Agent or any Secured Party may at any
16.
time and from time to time (A) after the occurrence of an Event of Default and (B) upon the
Administrative Agent declaring all or any part of the Secured Obligations to be immediately due
and payable and demanding the repayment thereof, without notice to the Debtor or any other
Person, set-off, appropriate and apply any and ail indebtedness and liabilities of the
Administrative Agent and the Secured Parties to the Debtor, liquidated, unliquidated, contingent,
matured or unmatured, against and on account of any Secured Obligations of any kind
whatsoever, Including for greater certainty liquidated, unliquidated, contingent, matured or
unmatured, In such order of application as the Administrative Agent or the relevant Secured
Party may from time to time determine.
17.
Rights of the Secured Parties and the Administrative Agent and Limitations
on the Secured Obligations of the Administrative Agent.
(a)
Limitations on Liability, The Administrative Agent and the Secured Parties will
not be liable to the Debtor or any other Person for any failure or delay in
exercising any of their rights under this Agreement (including any failure to take
possession of, collect, sell, lease or otherwise dispose of any Collateral, or to
preserve rights against prior parties). Neither the Administrative Agent, any of the
Secured Parties, nor a Receiver (including, in Alberta or British Columbia, any
sheriff or similar Person) Is required to take, or will have any liability for any
failure to take or delay in taking, any steps necessary or advisable to preserve
rights against other Persons under any Collateral In its possession. Subject to
Applicable Law, neither the Administrative Agent, any of the Secured Parties nor
any Receiver will be liable for any, and the Debtor will bear the full risk of all, loss
or damage to any and all of the Collateral (including any Collateral in the
possession of the Administrative Agent, any Secured Party or any Receiver)
caused for any reason other than the gross negligence or wilful misconduct of the
Administrative Agent, any Secured Party or such Receiver,
(b)
Debtor Remains Liable under Accounts and Contracts. Notwithstanding any

provision of this Agreement, the Debtor will remain liable under each of the
Accounts and Contracts to observe and perform all the conditions and obligations
to be observed and performed by the Debtor thereunder, all in accordance with
the terms of any agreement giving rise to each such Account or in accordance
with and pursuant to the terms and provisions of each such Contract. Neither the
Administrative Agent, any Secured Party nor any Receiver have any obligation or
liability under any Account (or any agreement giving rise thereto) or Contract by
reason of or arising out of this Agreement or the receipt by the Administrative
Agent of any payment relating to such Account or Contract pursuant hereto, and
in particular (but without limitation), the Administrative Agent will not be obligated
In any manner to perform any of the obligations of the Debtor under or pursuant
CALJAW\'1318525\2
12
to any Account(or any agreement giving rise thereto) or under or pursuant to any
Contract, to make any payment, to make any inquiry as to the nature or the
sufficiency of any payment received by it or as to the sufficiency of any
performance by any party under any Account (or any agreement giving rlse
thereto) or under any Contract, to present or file any claim, to take any action to
enforce any performance or to collect the payment of any amounts which may
have been assigned to It or to which it may be entitled at any time.
(c)
Notice to Account Debtors and Contracting Parties, At any time after the
occurrence of an Event of Default and upon the Administrative Agent declaring
all or any part of the Secured Obligations to be Immediately due end payable and
demanding the repayment thereof, the Administrative Agent for the rateable
benefit of the Secured Parties may (i) notify account debtors on the Accounts and
parties to the Contracts that the Accounts and the Contracts have been assigned
to the Administrative Agent and that payments in respect thereof will be made
directly to the Administrative Agent and (II) in its own name or in the name of
others (including the Debtor) communicate with account debtors on the Accounts
and parties to the Contracts to verify with them to Its satisfaction the existence,
status, amount and terms of any Account or any Contract.
(d)
Collections on Accounts and Contracts. The Administrative Agent hereby

authorizes the Debtor to collect the Accounts and payments under the Contracts
In the normal course of its business and for the purpose of carrying on the same.
At any time after the occurrence of an Event of Default and upon the
Administrative Agent declaring all or any part of the Secured Obligations to be
Immediately due and payable and demanding the repayment thereof, the
Administrative Agent may curtail or terminate such authority and, If required by
the Administrative Agent, any payments of Accounts or under Contracts, when
collected by the Debtor, will be forthwith (and, in any event, within two Business
Days) deposited by the Debtor In the exact form received, duly endorsed by the
Debtor to the Administrative Agent if required, in a special collateral account
maintained by the Administrative Agent, subject to withdrawal by the
Administrative Agent, as hereinafter provided, and, until so deposited, will be
held by the Debtor In trust for the Administrative Agent, segregated from other
funds of the Debtor. All such amounts while held by the Administrative Agent (or
by the Debtor In trust for the Administrative Agent) and all income in respect
thereof will continue to be collateral security for the Secured Obligations and will
not constitute payment thereof until applied as hereinafter provided, At such
intervals as may be agreed upon by the Debtor and the Administrative Agent, or,
if a Default will have occurred and be continuing at any time or from time to time,
and upon the Administrative Agent declaring all or any part of the Secured
Obligations to be Immediately due and payable and demanding the repayment
thereof, at the election of the Administrative Agent, acting in accordance with
Applicable Law, will apply all or any part of the amounts on deposit in said
special collateral account on account of the Secured Obligations In such order as
the Administrative Agent may elect. At the request of the Administrative Agent,
the Debtor will deliver to the Administrative Agent ary documents evidencing and
relating to the agreements and transactions which gave rise to the Accounts and
Contracts, including all original orders, invoices end shipping receipts,
CAL LAW\ 131f3525\2
13
(e)
Analysis of Accounts. The Administrative Agent will have the right to analyse
and verify the Accounts in any manner and through any medium that it
reasonably considers advisable, and the Debtor will furnish all such assistance
and information as the Administrative Agent may require In connection therewith,
At any time and from time to time, upon the reasonable request of the
Administrative Agent and at the expense of the Debtor, the Debtor will cause
Independent accountants or others satisfactory to the Administrative Agent to
furnish to the Administrative Agent reports showing reconciliations, aging and
test verifications of, and trial balances for, the Accounts,
18.
peelings by .the Administrative Agent, The Administrative Agent will not be
obliged to exhaust its recourse against the Debtor or any other Person or against any other
Security Interests it may hold in respect of the Secured Obligations before realizing upon or
otherwise dealing with the Collateral in such manner as the Administrative Agent may consider
desirable. The Administrative Agent may grant extensions of time and other indulgences, take
and give up security, accept compositions, grant releases and discharges and otherwise deal
with the Debtor and any other Person, and with any or all of the Collateral, and with other
security and sureties, as the Administrative Agent may see fit, all without prejudice to the
Secured Obligations or to the rights and remedies of the Administrative Agent under this
Agreement, The powers conferred on the Administrative Agent under this Agreement are solely
to protect the respective interests of. the Administrative Agent in the Collateral and will not
impose any duty upon the Administrative Agent to exercise any such powers,
19,
Additional Security. The Security Interests created by this Agreement are in
addition end without prejudice to any other Security Interests now or later held by the
Administrative Agent, No Security Interests held by the Administrative Agent will be exclusive of
or dependent upon or merge in any other Security Interests, and the Administrative Agent may
exercise its rights under such Security Interests Independently or in combination,
20,
Communication. Any communication required or permitted to be given under
this Agreement will be addressed and given in the manner contemplated by the Syndicated
Credit Agreement.
21,
Release of Information. The Debtor authorizes the Administrative Agent to
provide a copy of this Agreement and such other information as may be requested of the
Administrative Agent by Persons entitled thereto pursuant to any applicable legislation, and
otherwise with the consent of the Debtor.
22.
Waivers and Indemnity. Except as prohibited by Applicable Law, the Debtor
unconditionally and irrevocably waives (I) ail claims, damages and demands It may acq.ulre
against the Administrative Agent, the Secured Parties and any Receiver arising out of the
exercise by the Administrative Agent, the Secured Parties or any Receiver of any rights or
remedies under this Agreement or at law unless such claims, damages and demands are
caused by the gross negligence or wilful misconduct of the Administrative Agent, the Secured
Parties or a Receiver or their servants or agents, and (ii) all of the rights, benefits and
protections given by any present or future statute that imposes limitations on the rights, powers
or remedies of a secured party or on the methods of, or procedures for, realization of security,
including any "seize or sue" or "anti-deficiency" statute or any similar provision of any other
statute. None of the terms or provisions of this Agreement may be waived, amended,
supplemented or otherwise modified except by a written Instrument executed by the
Administrative Agent, The Administrative Agent will not, by any act or delay, be deemed to
CALJAW1131852512
14
have waived any right or remedy hereunder, or to have acquiesced in any Default or Event of
Default, or in any breach of any of the terms and conditions hereof or of the Guarantee, No
failure to exercise, nor any delay In exercising, on the part of the Administrative Agent, any right,
power or privilege hereunder shall operate as a waiver thereof. No single or partial exercise of
any right, power or privilege hereunder will preclude any other or further exercise thereof or the
exercise of any other right, power or privilege. A waiver by the Administrative Agent of any right
or remedy hereunder on any one occasion will not be construed as a bar to any right or remedy
which the Administrative Agent or any Secured Party would otherwise have on any future
occasion, Neither the taking of any judgment nor the exercise of any power of seizure or sale
will extinguish the liability of the Debtor to pay the Secured Obligations, nor will the same
operate as a merger of any covenant contained In this Agreement or of any other liability, nor
will the acceptance of any payment or other security constitute or create any novation. The
Debtor agrees to indemnify the Administrative Agent and the Secured Parties from and against
any arid all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses or disbursements of any kind or nature whatsoever (except by reason of the grass
negligence or willful misconduct of the Administrative Agent or any Secured Party, their servants
or agents) which may be imposed on, incurred by, or asserted against the Administrative Agent
or any Secured Party and arising by reason of any action (including any action referred to in this
Agreement) or inaction or omission to do any act legally required by the Debtor hereunder. This
Indemnification will survive the satisfaction, release or extinguishment of the Secured
Obligations and the Security Interests created by this Agreement.
23.
Environmental License. The Debtor hereby grants to the Administrative Agent
and Its employees and agents an irrevocable and non-exclusive license, subject to the rights of
tenants, to enter any of the premises of the Debtor to conduct audits, testing and monitoring
with respect to hazardous substances and to remove and analyse any hazardous substance at
the cost and expense of the Debtor, which costs and expenses will form part of the Secured
Obligations and will be payable immediately on demand and secured by the Security Interest
created by this Agreement, Such license may be exercised in the absolute discretion of the
24.
Amalgamation, If the Debtor is a corporation, the Debtor acknowledges that If it
amalgamates with any other corporation or corporations, then (I) the Collateral and the Security
Interests created by this Agreement will extend to and include all of the property and assets of
each of the amalgamating corporations and the amalgamated corporation and any property or
assets of the amalgamated corporation thereafter owned or acquired, (ii) the term "Debtor,
where used in this Agreement, will extend to and Include each of the amalgamating corporations
and the amalgamated corporation, and (ill) the term "Secured Obligations", where used in this
Agreement, will extend to and include the Secured Obligations of each of the amalgamating
corporations and the amalgamated corporation.
26. '
Governing Law; Attornment, This Agreement will be governed by and
construed in accordance with the laws of the Province of Alberta and the laws of Canada
applicable In such Province and will be treated, in all respects, as a contract of such Province.
Without prejudice to the ability of the Administrative Agent to enforce this Agreement in any
other proper jurisdiction, the Debtor irrevocably submits and attorns to the non-exclusive
jurisdiction of the courts of such Province, To the extent permitted by Applicable Law, the
Debtor irrevocably waives any objection (Including any claim of inconvenient forum) that it may
now or hereafter have to the venue of any legal proceeding arising out of or relating to this
Agreement in the courts of such Province.
CALJAVV\ 1318525\2
15
26,
Conflict, To the extent that any term, condition, representation, covenant or
other provision contained in this Agreement is at any time Inconsistent or conflicts with, any
term, condition, representation, covenant or other provision contained in the Syndicated Credit
Agreement and covering substantially the same subject matter, then the relevant term,
condition, representation, covenant or other provision of the Syndicated Credit Agreement shall
govern, Without limiting the generality of the foregoing, if the Debtor Is In compliance with the
applicable terms, conditions, representations, covenants or other provisions contained in the
Syndicated Credit Agreement applicable to it, It shall be deemed to be In compliance with the
corresponding provisions in this Agreement and no Default or Event of Default or breach under
the Guarantee shall result from any non-compliance with such corresponding provisions In this
Agreement,
27,
Waivers, The Debtor agrees that The Limitation of Civil Rights Act, The Land
Contracts (Actions) Act and Part IV (excepting only section 46) of The Saskatchewan Farm
Security Act do not apply Insofar as they relate to actions as defined in those statutes, or Insofar
as they relate to or affect this Agreement, the rights of the Administrative Agent or the Secured
Parties under this Agreement or any Instrument, Security Interest, security agreement or other
document of any nature that renews, extends or Is collateral to this Agreement, The right of
consolidation shall apply to this Agreement notwithstanding Section 31 of the Property Law Act
of British Columbia or any similar statutory provision in force from time to time,
26.
Interpretation, The division of this Agreement into sections and paragraphs, and
the Insertion of headings, is for convenience of reference only and will not affect the
construction or interpretation of this Agreement. Unless the context otherwise requires, words
Importing the singular include the plural and vice versa, and words importing gender include all
genders, When used in .this Agreement, the word "including" (or "Includes") means "Including
(or "Includes") without limitation". Any reference In this Agreement to a "section" means the
relevant section of this Agreement.
Successors and Assigns, This Agreement will enure to the benefit of, and be
29.
binding on, the Debtor and Its successors and permitted assigns, and will enure to the benefit
of, and be binding on, the Administrative Agent and the Secured Parties and their respective
successors and assigns as permitted by the Syndicated Credit Agreement, The Debtor may not
assign this Agreement, or any of Its rights or obligations under this Agreement, without the prior
written consent of the Administrative Agent,
30.
Acknowledgement gf ReceigtNVaiver, The Debtor acknowledges receipt of an
executed copy of this Agreement and, to the extent permitted by Applicable Lew, waives the
right to receive a copy of any fixture notices, financing statement, financing change statement or
verification statement In respect of any registered financing statement or financing change
statement prepared, registered or Issued in connection with this Agreement.
31.
Severability. Any provision of this Agreement that is invalid or unenforceable In
any Jurisdiction will, as to that jurisdiction, be ineffective to the extent of such invalidity or
unenforceability and will be severed from the balance of this Agreement, all without affecting the
remaining provisions of thls Agreement or affecting the validity or enforceability of such
provision in any other jurisdiction,
32.
Listings of Collateral. Any schedules, documents or listings provided to the
Administrative Agent which summarize or describe.any after acquired Collateral shall form part
of this Agreement.
CAL.LAM 1318623\2
18
33,
Joint and Several Liability, If more than one person signs this Agreement as
Debtor, the Secured Obligations of such Persons will be Joint and several.
DATED as of May 17, 2007.
NORTHERN TRANSPORTATION COMPANY

LIMITED
Name: Car
Title:
CAL...LAW\ 1318325\2
SCHEDULE "1"
PLACES OF BUSINESS AND

LOCATION OF COLLATERAL
Chief Executive Office, Principal Place of Business and Location of Books and Records
42003 Mackenzie Highway
Hay River, N1
XOE OR9
Other Places of Business and Locations of Real Property
Alberta
Northwest Territories
Nunavut
Nova Scotia
Manitoba
Newfoundland
Alaska
CAL_LAW\ 131852512
SCHEDULE "2"
COLLATERAL
See attached.
CALJAW\ 1318525\2
Total
No. Vessel Name

Al:Cordon
2
Jim ICIabuk
3
Keewatin
4
Kakisa
5
Edgar Kotokak
6
Henry Cur' istofferson
7
Jock /vIcNivext
8
Kelly Ovayuak
9
Viorr -2,harn
-10 Pismayalc Kootook
11 Pat Lyall taitiloneot)
12 Nunakpot
Tug
Tug
Tug
Tug
Tug
Tug
Description
Anchor Handling Tug
Anchor Handling Tug
Tug
Harbotn-Tug
Tug
Tug
(5R7
1,190
1,190
476
204
783
783
///
777
711
669
669
789.
Official
Number
370260
370261
343028
347536
347537
347544
347538
347535
344735
330880
330881
331298
Port of
Registry
Vancouver
Vancouver
Edmonton
Edmonton
Edmonton
Edmonton
Edmonton
Edmonton
Vancouver
Vancouver
Vancouver
Vancouver
26,500,000.00 $
30,475,000.00
* based on Marc= International Appraisals Dated April 2,2007,

except the Kakisa rngmt estimate
CAD Value
Operating 1
at 1.15
Laid Up
Fleet
2,300,000_00 Opeid."Ilg
East Coast
2,300,000.00 ?Operating
East Coast
1,725,000_00 Opeldoug
East Coast
1,150,000.00 Operating
5$-:I:f:'-4
Mackenzie River
:
000
,
0011.00;
$
1500,000_00 $
/875,000.00 Operating
Mackenzie River
$
2,500,000.00 $
2,875,000_00 -Operating
Mackenzie River
$
2,500,000.00 $
2,875,000.00'Operating
Mackenzie River
$
2,500,000_00 $
2,875,000_00'Operating .Mackenzie River
$
2,500,000_00 $
2,1375,000_00 Operating ,Mackenzie River
2,500,000_00 $
2,8754000AXI Operating
$
Westem Arctic
$
2,500,000.00 $
2,875,000.00 Operating
EastCoast
$
2,500,000.00 $
1875,000-00 Operating
Western Arctic
USD Value *
$
2,000.000_00 $
2000,000_00 $
$
$
1,500,000_00 $

Marine Equipment Suunciary
With Values Over $1.0 Minton
41
THIS IS ,`,,XHIVT"
referred to In the ffidavIt of
Sworn before
day of
t.t.
,
loasa.vareo
Lamont Bartlett
A Commissioner for Oaths In and for Albortn
EXIIIBIT
Government
of Alberta
Personal Property Registry

Search Results Report
Page 1 of 23
Search ID#: Z07852519
Transmitting Party
LAWSON LUNDELL LLP
Party Code: 50088293

Phone #: 403 269 6900
Reference #: 00357-131042
Bow Valley Square 2

SUITE 3700, 205 5 AVE SW
CALGARY, AB T2P 2V7
Search ID #: Z07852519
Date of Search: 2016-Apr-19
Time of Search: 14:12:34
Business Debtor Search For:

Both Exact and Inexact Result(s) Found
NOTE:
A complete Search may result in a Report of Exact and Inexact Matches.
Be sure to read the reports carefully.
Government
of Alberta

Page 2 of 23

Registration Number: 07051432982

Registration Date: 2007-May-14
Registration Type: LAND CHARGE

Registration Status: Current
Registration Term: Infinity
Exact Match on:
Debtor
No: 1
Amendments to Registration
15100133896
Amendment
2015-Oct-01
Debtor(s1
Status
Block
1

42003 MACKENZIE HIGHWAY
YELLOWKNIFE, NT XOE OR9
Current
Secured Party / Parties

Status
Block
1
THE BANK OF NOVA SCOTIA

10050 JASPER AVAENUE, 2ND FLOOR
EDMONTON, AB T5J 1V7
Status
Block
2
Deleted by
15100133896

P.O. Box 53069 Marlborough CRO
Calgary, AB T2A 7P1
Current by
15100133896
Government
of Alberta

Page 3 of 23

Registration Type: SECURITY AGREEMENT
Registration Date: 2007-May-15
Expiry Date: 2025-May-15 23:59:59
Exact Match on:
No: 1
Debtor
09051327847
Amendment
2009-May-13
09051414885
Amendment
2009-May-14
10063014506
Amendment
2010-Jun-30
15092807735
Renewal
2015-Sep-28
15100133481
Renewal
2015-Oct-01
Debtor(s)
Status
Block
1
Current

HAY RIVER, NT XOE OR9

Status
Block
1
Current

10050 JASPER AVENUE, 2ND FLOOR
EDMONTON, AB T5J 1V7
Collateral: Serial Number Goods

Block
Serial Number
Year
Make and Model
Category
Status
370260
1975
ALEX GORDON
BO - Boat
Current
370261
1975
JIM KILABUK
BO - Boat
Current
Government
of Alberta

Page 4 of 23
348028
1974
KEEWATIN
BO - Boat
Current
347536
1973
KAKISA
BO - Boat
Current
347537
1973
EDGAR KOTOAK
BO - Boat
Current
347544
1973
HENRY CHRISTOFFERSON BO - Boat
Current
347538
1973
JOCK MCNIVEN
BO - Boat
Current
347535
1973
KELLY OVAYUAK
BO - Boat
344735
1970
VIC INGRAHAM
BO - Boat
Current
10
330880
1969
PISURAYAK KOOTOOK
BO - Boat
Current
11
330881
1969
PAT LYALL
BO - Boat
Current
12
331298
1969
NUNAKPUT
BO - Boat
Current
13
346518
1973
NT 1525
BO - Boat
Deleted By
09051414885
14
346518
1973
NT 1525 BARGE
BO - Boat
Current By
09051414885
Current
Collateral: General
Block
Description
Status
ALL OF THE PRESENT AND AFTER-ACQUIRED PERSONAL PROPERTY OF THE
Current
DEBTOR.
Deleted By
09051414885
Debtor, including all parts, accessories, accessions, attachments, appurtenances,

instruments, appliances, communications equipment, radar equipment, navigation
equipment, fitting, fuel, machinery, spare gear and stores, whether on board or on shore,
and all other goods of any kind or nature which may from time to time be installed in,
attached to or form part of the vessels listed in the Collateral: Serial Numbered Goods
description, and any replacements or substitutions therefor.
Deleted By
10063014506
debtor, including all parts, accessories, accessions,
Current By
10063014506
attachments, appurtenances, instruments, appliances,
Current By
10063014506
communications equipment, radar equipment, navigation equipment,
Current By
10063014506
fitting, fuel, machinery, spare gear and stores, whether on board
Current By
10063014506
or on shore, and all other goods of any kind or nature which may
Current By
10063014506
from time to time be installed in, attached to or form part of
Current By
10063014506
Government
of Alberta

Page 5 of 23
10
the vessels listed in the Collateral: Serial Numbered Goods
Current By
10063014506
11
description , and any replacements or substitutions therefor.
Current By
10063014506
Government
of Alberta

Page 6 of 23


Registration Date: 2010-Jan-28
Registration Type: LAND CHARGE

Registration Term: Infinity
Exact Match on:
Debtor
No: 1
Debtor(s)
Status
Block
1

2000 COMMERCE PLACE, 10155 - 102 STREET
EDMONTON, AB T5J 4G8
Current

Status
Block
1
INUVIALUIT DEVELOPMENT CORPORATION

107 MACKENZIE ROAD
INUVIK, NT XOE OTO
Current
Government
of Alberta

Page 7 of 23


Registration Date: 2011-Feb-01

Expiry Date: 2021-Feb-01 23:59:59
Exact Match on:
Debtor
No: 2
16012933778
Amendment And Renewal
2016-Jan-29
Debtor(s)
Status
Block
1

Block
2
Deleted by
16012933778
Status
1201, 10104 - 103 AVENUE
EDMONTON, AB T5J OH8
Current by
16012933778

Status
Block
1
NORTERRA INC.
Status
Block
2
Deleted by
16012933778
NORTERRA INC.
1201, 10104 - 103 AVENUE
Collateral: General
Current by
16012933778
Government
of Alberta

Page 8 of 23
Block
Description
Status
ALL OF THE DEBTOR'S PRESENT AND AFTER ACQUIRED PERSONAL PROPERTY.
Current
Government
of Alberta

Page 9 of 23


Registration Date: 2012-Nov-13

Expiry Date: 2018-Nov-13 23:59:59
Exact Match on:
Debtor
No: 1
Debtor(s)
Block
1
Status
1209, 10104 103RD AVENUE
EDMONTON, AB T5JOH8
Current

Block
1
Status
ROYNAT INC.
Suite 1500, 4710 Kingsway St.
Burnaby, BC V5H 4M2
Current
Collateral: General
Block
Description
Status
DIGITAL SYSTEM(S), COPIER(S), FAX(ES), PRINTER(S), SCANNER(S)TOGETHER

WITH ALL ATTACHMENTS ACCESSORIES ACCESSIONS REPLACEMENTS
SUBSTITUTIONS ADDITIONS AND IMPROVEMENTS THERETO AND ALL PROCEEDS
IN ANY FORM DERIVED DIRECTLY OR INDIRECTLY FROM ANY SALE AND OR
DEALINGS WITH THE COLLATERAL AND A RIGHT TO AN INSURANCE PAYMENT OR
OTHER PAYMENT THAT INDEMNIFIES OR COMPENSATES FOR LOSS OR DAMAGE
TO THE COLLATERAL OR PROCEEDS OF THE COLLATERAL
Current
Government
of Alberta

Page 10 of 23


Registration Date: 2013-Apr-05

Expiry Date: 2018-Apr-05 23:59:59
Exact Match on:
Debtor
No: 1
Exact Match on:
Debtor
No: 2
13040905302
Amendment
2013-Apr-09
Debtor(s)
Block
1
Ltatis
10104 103 AVE NW EDMONTON
Block
2
Current
Status
1-104 AVENUE
Current by
13040905302

Block
1
Status
RCAP LEASING INC.
5575 NORTH SERVICE RD, STE 300
BURLINGTON, ON L7L 6M1
Current
Collateral: General
Block
Description
Status
Government
of Alberta

Page 11 of 23
OFFICE EQUIPMENT AS DESCRIBED ON LEASES, FROM TIME TO TIME LEASED BY

THE SECURED PARTY TO THE DEBTOR AND ANY PROCEEDS THEREOF,
TOGETHER WITH ALL REPLACEMENT PARTS, ACCESSORIES AND ATTACHMENTS
Current
Government
of Alberta

Page 12 of 23



Expiry Date: 2018-Apr-05 23:59:59
Exact Match on:
Debtor
No: 1
Exact Match on:
Debtor
No: 2
13040905355
Amendment
2013-Apr-09
Debtor(s)
Block
1
Status
10104 103 AVE NW EDMONTON
Block
2
Current
Status
1-104 AVENUE
Current by
13040905355

Block
1
Status
RCAP LEASING INC.
Current
Collateral: General
Block
Description
Status
Government
of Alberta

Page 13 of 23
OFFICE EQUIPMENT AS DESCRIBED ON LEASES, FROM TIME TO TIME LEASED

BY THE SECURED PARTY TO THE DEBTOR AND ANY PROCEEDS THEREOF,
TOGETHER WITH ALL REPLACEMENT PARTS, ACCESSORIES AND
ATTACHMENTS.S/N DRL57451, DRL57453, DRL67452. DRL67442, DRL57456
Current
Government
of Alberta

Page 14 of 23



Expiry Date: 2018-Apr-05 23:59:59
Exact Match on:
Debtor
No: 1
Exact Match on:
Debtor
No: 3
13040905247
Amendment
2013-Apr-09
Debtor(s)
Status
Block
1

1209-10104 103 AVE NW
Status
Block
2
Current

1-104 AVENUE
HAY RIVER, AB XOE OR9
Deleted by
13040905247

1-104 AVENUE
Current by
13040905247
Block
3

Status
Block,
1
RCAP LEASING INC.

Current
Government
of Alberta

Page 15 of 23
Collateral: General
Bock
Description
1
OFFICE EQUIPMENT AS DESCRIBED ON LEASES, FROM TIME TO TIME LEASED BY

THE SECURED PARTY TO THE DEBTOR AND ANY PROCEEDS THEREOF,
TOGETHER WITH ALL REPLACEMENT PARTS, ACCESSORIES AND ATTACHMENTS.
S/N HRM02393, FBW41035, 4816B002AA, HRM02637, FBW41034, 4816B002AA
Status
Current
Government
of Alberta

Page 16 of 23



Expiry Date: 2018-Apr-24 23:59:59
Exact Match on:
Debtor
No: 1
Debtor(s)
Status
Block
1

1209 10104 103 AVE
Current

Status
Block
1
RCAP LEASING INC.

Current
Collateral: General
Block
Description
Status
COPIER EQUIPMENT AS DESCRIBED ON LEASES, FROM TIME TO TIME LEASED

BY THE SECURED PARTY TO THE DEBTOR AND ANY PROCEEDS THEREOF,
TOGETHER WITH ALL REPLACEMENT PARTS, ACCESSORIES AND ATTACHMENTS
Current
Government
of Alberta

Page 17 of 23

Registration Date: 2013-Oct-31

Expiry Date: 2019-Oct-31 23:59:59
Exact Match on:
Debtor
No: 1
Debtor(s)
Block
1
Status
1201 Bell Tower, 10104 - 103 Avenue
Edmonton, AB T5J OH8
Current

Block
1
Status
ITB MARINE GROUP LTD.
55 Rogers Street
Vancouver, BC V6A 3X8
Current
Collateral: Serial Number Goods

Block
Serial Number
Year
Make and Model
Category
Status
VCEL220FE00006917
2009
Volvo
MV - Motor Vehicle
Current
347981
1973
Shallow draft river tug,.
BO - Boat
Current
346574
1972
Shall draft river tug, Ri
BO - Boat
Current
348857
1974
Shallow draft river tug
BO - Boat
Current
344611
1982
Shall draft river tug, WH
BO - Boat
Current
810639
1991
Self-propelled ramp spud
BO - Boat
Current
175555
1946
oil barge, Radium 212
BO - Boat
Current
190810
1948
BO - Boat
Current
195242
1952
Oil barge, Radium 350
BO - Boat
Current
10
195243
1952
BO - Boat
Current
Government
of Alberta

Page 18 of 23
11
195244
1952
Oil barge, Radium 352
BO - Boat
Current
12
369114
1973
oil barge, SBMT 21
BO - Boat
Current
13
347819
1973
Arctic Wing tank oil tank
BO - Boat
Current
14
313711
1960
Deck cargo barge
BO - Boat
Current
15
313865
1961
Hopper dump barge
BO - Boat
Current
16
809663
1956
rail/cargo barge, KN 10
BO - Boat
Current
17
803569
1983
crew boat, Suvukti
BO - Boat
Current
18
188354
1956
Norsk Pacific No, 65
BO - Boat
Current
19
837381
2013
ITB Deh Cho 1, oil barge
BO - Boat
Current
20
837385
2013
ITB Deh Cho 2, oil barge
BO - Boat
Current
Collateral: General
Bloc
Description
Status
ALL RIGHT, TITLE, BENEFIT AND INTEREST OF THE DEBTOR IN THE TUGBOATS,
CREW BOAT, BARGES, MOTOR VEHICLE AND OTHER PERSONAL PROPERTY
DESCRIBED AS FOLLOWS:
TUGBOATS AND CREW BOAT:
1. SHALLOW DRAFT RIVER TUG KNOWN AS DELTA EAGLE, TRANSPORT CANADA
("DOT") OFFICIAL NUMBER 347981, BUILT IN 1973 AND REBUILT IN 2005;
2. SHALLOW DRAFT RIVER TUG KNOWN AS RISCO REEGAN, DOT OFFICIAL
NUMBER 346574, BUILT IN 1972 AND REBUILT IN 2005;
3. SHALLOW DRAFT RIVER TUG KNOWN AS BERT LONG, DOT OFFICIAL NUMBER
348857, BUILT IN 1974 AND REBUILT IN 2005;
4. SHALLOW DRAFT RIVER TUG KNOWN AS W.H. HORTON, DOT OFFICIAL NUMBER
344611, BUILT IN 1970;
5. CREW BOAT KNOWN AS SUVUKTI, DOT OFFICIAL NUMBER 803569, BUILT IN 1983.
Current
Government
of Alberta

Page 19 of 23
BARGES:
6. 2 MILLION LITRE, SHALLOW DRAFT DOUBLE HULLED OIL / DECK CARGO BARGE
KNOWN AS ITB DEH CHO 1, DOT OFFICIAL NUMBER 837381, BUILT IN 2013;
7. 2 MILLION LITRE, SHALLOW DRAFT DOUBLE HULLED OIL / DECK CARGO BARGE
KNOWN AS ITB DEH CHO 2, DOT OFFICIAL NUMBER 837385, BUILT IN 2013;
8. SELF PROPELLED RAMP SPUD BARGE KNOWN AS WILLIAM BRADLEY, DOT
OFFICIAL NUMBER 810639, BUILT IN 1991;
9. SHALLOW DRAFT SINGLE HULL TANKER BARGE KNOWN AS RADIUM 212, DOT
14. SHALLOW DRAFT SINGLE HULL TANKER BARGE KNOWN AS S.B.M.T. 21, DOT
15. ARCTIC WING TANK OIL TANK / CARGO BARGE KNOWN AS BOSS 502, DOT
16. DECK BARGE KNOWN AS HORIZON 801, DOT OFFICIAL NUMBER 313711, BUILT
IN 1960;
17. HOPPER DUMP BARGE KNOWN AS D.P. NO. 7, DOT OFFICIAL NUMBER 313865,
BUILT IN 1961;
18. RAIL / CARGO BARGE KNOWN AS K.N. 10, DOT OFFICIAL NUMBER 809663, BUILT
IN 1956;
19. COVERED DECK BARGE KNOWN AS NORSK PACIFIC NO. 65, DOT OFFICIAL
NUMBER 188354, BUILT IN 1956;
Current
Government
of Alberta

Page 20 of 23
MOTOR VEHICLE:
20. 2009 VOLVO L220F WHEEL LOADER SERIAL NUMBER VCEL220FE00006917;
OTHER:
21. 24 - 10' ISO DRY CARGO CONTAINERS;
23. 12 - 20' ISO PLATFORM CONTAINERS;
24. 4 - SKID MOUNTED PORTABLE CARGO PUMP DRIVE UNITS EACH OF WHICH
INCLUDES 1 BLACKMER 6" CARGO PUMP, 1 JOHN DEERE 4045-1E285 DIESEL
ENGINE WITH CLUTCH AND SPEED REDUCER FOR SHALLOW DRAFT BARGE CARGO
OPERATIONS;
25. 1 - TRAILER MOUNTED PORTABLE CARGO PUMP DRIVE UNIT WHICH INCLUDES
1 BLACKMER 8" CARGO PUMP, 1 JOHN DEERE 4045HF285 DIESEL ENGINE WITH
CLUTCH AND SPEED REDUCER FOR TANK FARM CARGO OPERATIONS
26. TRITON RBS OIL SKIMMING SYSTEM WHICH INCLUDES A 60 DISC RECOVERY
MODULE AND A 60 DRUM RECOVERY MODULE;
27. 4 - 6" 1504 ANSI CARBON STEEL RAISED FACE FLANGED BASKET STRAINER
WITH 1/8" PERFORATIONS;
28. 1 - 8" 150# ANSI CARBON STEEL RAISED FACE FLANGED BASKET STRAINER
WITH 1/8" PERFORATIONS;
29. 1 - M5120A1 METER 6" FLANGES, MECH, REGISTER/PRINTER, 6" BULK DUAL AIR
ELIM., F56 STRAINER
30. FITTINGS FOR PUMP SUCTION AND DISCHARGE SS FOR 8" TRAILER MOUNTED
BLACKMER AND 6' CARGO PUMPS ON DECK
31. 4 - M575A1 METER EACH OF WHICH INCLUDES 4" FLANGES, MECH,
REGISTER/PRINTER, 4" BULK DUAL AIR DIM., F54 STRAINER;
32. 3 - COMPRESSOR AIR 185 CFM 185DPQ JD;
33. LIGHT TOWER 8KW MAGNUM MLT5080;
34. PORT XPR 6550 UHF 1000CH;
35. 3 NEW PORTABLE CARGO PUMPS - 8" BLACKMER, 6 CYL DEERE;
36. 4 BARGE RAMPS;
37. OLD PROPS, OLD SHAFTS, OLD ENGINES AND OLD GEARS, OFF OF THE
TUGBOATS BERT LONG AND W.H. HORTON;
38. 12 WINTECH 50 HL BARGE WINCHES;
39. ANCHORS;
40. MISCELLANEOUS PARTS FOR THE TUGBOATS, CREW BOAT, BARGES AND
MOTOR VEHICLE;
Current
Government
of Alberta

Page 21 of 23
41. AND ANY ADDITIONAL PERSONAL PROPERTY AS SET OUT FORTH IN THE
CHARTER PARTY AND EQUIPMENT LEASE AGREEMENT AND/OR THE LETTER
PURCHASE AGREEMENT BETWEEN THE DEBTOR AND THE SECURED PARTY WITH
RESPECT TO THE TUGBOATS, CREW BOAT, BARGES, MOTOR VEHICLE AND OTHER
PERSONAL PROPERTY;
AND INCLUDING, WITHOUT LIMITATION, ALL ENGINES, BOILERS, MACHINERY,
MASTS, BOWSPRITS, CAPSTANS, FITTINGS, FIELDS, TOOLS, PUMPS AND
PUMPING EQUIPMENT, BOATS, ANCHORS, CABLES, CHAINS, RIGGING, TACKLE,
APPAREL, WINCHES, FURNITURE, ALL PARTS, ACCESSIONS, ACCESSORIES,
ATTACHMENTS, APPURTENANCES, INSTRUMENTS, APPLIANCES, COMMUNICATION
EQUIPMENT, RADAR EQUIPMENT, NAVIGATION EQUIPMENT, SPARE GEAR AND
STORES WHETHER ON BOARD OR ASHORE AND ALL OTHER GOODS OF ANY
KIND AND NATURE, WHICH MAY FROM TIME TO TIME BE INSTALLED IN AND
ATTACHED TO OR FORM PART OF ANY OF THE TUGBOATS, CREW BOAT, AND
BARGES AND/OR MOTOR VEHICLE, AND ANY REPLACEMENTS OR SUBSTITUTIONS
THEREFOR. ALL MANUALS, CATALOGUES, LOGS, SPECIFICATIONS AND TECHNICAL
RECORDS IN RESPECT OF THE FOREGOING TUGBOATS, CREW BOAT, AND
BARGES AND MOTOR VEHICLE, AND ALL RIGHTS UNDER INSURANCE POLICIES
AND LICENCES IN RESPECT OF THE FOREGOING TUGBOATS, CREW BOAT, AND
BARGES AND MOTOR VEHICLE.
PROCEEDS: ALL PROCEEDS FROM THE AFORESAID COLLATERAL THAT ARE
GOODS, ACCOUNTS, NOTES, INSTRUMENTS, INVESTMENT PROPERTY, MONEY,
CHATTEL PAPER, DOCUMENTS OF TITLE, CONTRACT RIGHTS, INSURANCE
PAYMENTS, LICENCES AND INTANGIBLES.
Current
Government
of Alberta

Page 22 of 23


Registration Date: 2015-Sep-24

Expiry Date: 2018-Sep-24 23:59:59
Inexact Match on:
Debtor
No: 1
Debtor(s).
Status
Block
1
NORTHERN TRANSPORT CO LTD.

42003 MACKENZIE HWY
Current

Status
Block
1
Current
GREGG DISTRIBUTORS
16215-118 Ave
Edmonton, AB T5V 1C7
Phone #: 780 447 3447
Fax #: 780 451 2528
Collateral: General
Block
Description
Status
(1) AER FT1330 CRIMPER & DIES, S/N 92-845 INCLUDES 1 OF EA.
M180,240,280,320,370,465
Current
Government
of Alberta

Page 23 of 23


Registration Date: 2016-Feb-05

Expiry Date: 2021-Feb-05 23:59:59
Exact Match on:
Debtor
No: 1
Debtor(s)
Block
1
Status
1201, 10104 - 103 AVENUE
Current

Block
1
Status
INUVIALUIT DEVELOPMENT CORPORATION
107 MACKENZIE ROAD, BAG SERVICE #7
INUVIK, NT XOE OTO
Current
Collateral: General
Block
Description
Status
ALL PRESENT AND AFTER-ACQUIRED PERSONAL PROPERTY OF THE DEBTOR,
Current
Result Complete
Nunavut
13519261
PPRS Search Result Report
This report lists registrations in the Personal Property Registry that match the following search criteria:
Province or Territory Searched:
Nunavut
Type of Search:
Debtors (Enterprise)
Search Criteria:
Date and Time of Search:

Transaction Number:
Searched By:
2016-04-19 17:22 (Atlantic)

13519261
H190407
The following table lists records that match the Debtors (Enterprise) you specified.
Exact
Included
Original
Registration
Number
102566
Enterprise Name
NORTHERN TRANSPORTATION
COMPANY LIMITED
*
239715
Northern Transportation Company
Limited
*
179267
COMPANY LIMITED
309526
*
Limited
An "a in the 'Exact' column indicates that the Debtor (Enterprise) exactly
Place
Hay River
Edmonton
EDMONTON
Edmonton
matches the search criteria.
An '*' in the 'Included' column indicates that the registration's details are included within the Search Result
Report,
4 registration(s) contained information that exactly matched the search criteria you specified.
0 registration(s) contained information that closely matched the search criteria you specified.
When reviewing the registrations below, note that a registration which has expired or been discharged
within the last 30 days can still be re-registered by the secured party,
All registration date/time values are stated in Atlantic Time.
For more information concerning the Personal Property Registry, go to www.acol.ca
Registration Details for Registration Number: 102566

Province or Territory: Nunavut
Registration Type: PPSA Financing Statement
Registration History
Registration Activity
Registration Number
Original
Amendment
Amendment
102566
138610
161836
Date/Time
(Atlantic)
2007-05-15 12:50
2009-05-14 18:00
2010-06-01 15:30
Expiry Date File Number

2017-05-15
2017-05-15
2017-05-15
07641
07641
8602-NS9
As listed in the Registration History section above, this registration has been the subject of an
Amendment or Global Change to add or delete information. The following registration details provide the
registration number for the Amendment that added or deleted information. If no "added by" or "deleted by"
Report Version 341
Page: 1
Nunavut
13519261
registration number is provided, the information was added by the original registration and has not been
deleted.
Debtors
Type: Enterprise
42003 MacKenzie Highway
Hay River NT XOE OR9
Canada
Secured Parties
The Secured Party below was deleted by registration number 161836
Type: Entcrprbe
BANK OF NOVA SCOTIA, THE
10050 JaGper Avcnuo
2nd Floor
Edmonton AB T5J 1V7
Canada
The Secured Party below was added by registration number 161836
Type: Enterprise
Bank of Nova Scotia
Calgary AB T2A 7P1
Canada
General Collateral
ALL OF THE PRESENT AND AFTER-ACQUIRED PERSONAL PROPERTY OF THE DEBTOR.
Added by registration number 138610
Including all parts, accessories, accessions, attachments, appurtenances, instruments, appliances,
communications equipment, radar equipment, navigation equipment, fitting, fuel, machinery, spare gear
and stores, whether on board or on shore, and all other goods of any kind or nature which may from time
to time be installed in, attached to or form part of the vessels listed in the serial numbered collateral
description field, and any replacements or substitutions therefor.
Serial Numbered Collateral

Serial Number
Collateral Type
Description
Added By
370260
370261
348028
347536
347537
347544
347538
347535
344735
330880
330881
331298
346518
Boat
Boat
Boat
Boat
Boat
Boat
Boat
Boat
Boat
Boat
Boat
Boat
Boat
Alex Gordon, Anchor Handling Tug

Jim Kilabuk, Anchor Handling Tug
Keewatin, Tug
Kakisa, Harbour Tug
Edgar Kotokak, Tug
Henry Christofferson, Tug
Jock McNiven, Tug
Kelly Ovayuak, Tug
Vic Ingraham, Tug
Pisurayak Kootook, Tug
Pat Lyall, Tug
Nunakput, Tug
1973 NT 1525 Barge
102566
102566
102566
102566
102566
102566
102566
102566
102566
102566
102566
102566
138610
Report Version 341
Deleted By
Page: 2
13519261
Nunavut

Registration Number
Original
Discharge
239715
314781
Date/Time
(Atlantic)
2013-06-06 11:45 2018-06-06 18794-119729
2016-04-1917:20 2018-06-06
This registration has not been the subject of an Amendment or Global Change. The following registration
information was added by the original registration and has not been deleted.
Debtors
Type: Enterprise
Suite 1209, Bell Tower
10104 - 103 Avenue
Edmonton AB T5J OH8
Canada
Secured Parties
Type: Enterprise
Canadian Imperial Bank of Commerce, as Agent
199 Bay Street, 4th Floor
Toronto ON M5L 1A2
Canada
General Collateral
ALL PRESENT AND AFTER ACQUIRED PERSONAL PROPERTY OF THE DEBTOR.

Registration Number
Original
Renewal
Discharge
Re-registration
Amendment
179267
308775
309005
309112
309153
Report Version 341
Date/Time
(Atlantic)
2011-02-0120:55
2016-01-28 12:49
2016-01-29 13:25
2016-02-01 14:11
2016-02-01 16:31

2016-02-01
2021-02-01
2021-02-01
2021-02-01
2021-02-01
9301-CS1
Page: 3
Nunavut
13519261
deleted.
Debtors
The Debtor below was deleted by registration number 309153
Typc: Enterprise
2000 COMMERCE PL, 10166 102 ST
EDMONTON AB T5J 4G8
Canada
The Debtor below was added by registration number 309153
Type: Enterprise
1201, 10104 - 103 Avenue
EDMONTON AB T5J OH8
Canada
Secured Parties
Typc: Enterprise
NORTERRA INC.
EDMONTON AB T5J 4C8
Canada
Type: Enterprise
NORTERRA INC,
1201, 10104 - 103 Avenue
EDMONTON AB T5J OH8
Canada
General Collateral

Report Version 341
Page: 4
Nunavut
Registration Number
Original
309526
13519261

Date/Time
(Atlantic)
2016-02-08 14:35 2021-02-08 28485-13
Debtors
Type: Enterprise
1201, 10104 - 103 Avenue
Edmonton AB T5J OH8
Canada
Secured Parties
Type: Enterprise
Inuvialuit Development Corporation
107 MacKenzie Road
Bag Service #7
Inuvik NT
Canada
General Collateral
ALL PRESENT AND AFTER-ACQUIRED PERSONAL PROPERTY OF THE DEBTOR.
END OF REPORT
Report Version 341
Page: 5
13519255
Type of Search:
Search Criteria:

Transaction Number:
Searched By:
2016-04-19 17:21 (Atlantic)

13519255
H190407
Exact
Included
*
*
Original
Registration
Number
507228
1029292
1029292
1029309
1029309
1029318
1029318
1032778
1043588
1078719
1129013
843680
1276336
1139958
Enterprise Name
Place
COMPANY LIMITED
COMPANY LIMITED
COMPANY LIMITED
COMPANY LIMITED
COMPANY LIMITED
COMPANY LIMITED
COMPANY LIMITED
COMPANY LIMITED
Limited
COMPANY LIMITED
Limited
COMPANY LIMITED
Limited
COMPANY LTD
Hay River
HAY RIVER
EDMONTON
HAY RIVER
EDMONTON
HAY RIVER
EDMONTON
HAY RIVER
Edmonton
Edmonton
Hay River
EDMONTON
Edmonton
HAY RIVER
An '"' in the 'Exact' column indicates that the Debtor (Enterprise) exactly matches the search criteria.
An '"' in the 'Included' column indicates that the registration's details are included within the Search Result
Report.
within the last 30 days can still be re-registered by the secured party.
Report Version 341
Page: 1
13519255

Province or Territory: Northwest Territories
Registration Number
Original
Amendment
Amendment
507228
696534
785030
Date/Time
(Atlantic)
2007-05-15 12:49
2009-05-14 17:57
2010-06-01 15:39

2017-05-15
2017-05-15
2017-05-15
07641
07641
62685-NS9
deleted.
Debtors
Type: Enterprise
Hay River NT XOE OR9
Canada
Secured Parties
Type: Enterprise
BANK OF NOVA SCOTIA, THE
10050 Jasper Avenue
2nd Floor
Edmonton AB T5J 1V7
Canada
Type: Enterprise
Calgary AB T2A 7P1
Canada
General Collateral
ALL OF THE PRESENT AND AFTER-ACQUIRED PERSONAL PROPERTY OF THE DEBTOR.
Added by registration number 696534
Including all parts, accessories, accessions, attachments, appurtenances, instruments, appliances,
communications equipment, radar equipment, navigation equipment, fitting, fuel, machinery, spare gear
and stores, whether on board or on shore, and all other goods of any kind or nature which may from time
to time be installed in, attached to or form part of the vessels listed in the serial numbered collateral
description field, and any replacements or substitutions therefor.
Report Version 341
Page: 2
13519255

Serial Number
Collateral Type
Description
Added By
370260
370261
348028
347536
347537
347544
347538
347535
344735
330880
330881
331298
346518
Boat
Boat
Boat
Boat
Boat
Boat
Boat
Boat
Boat
Boat
Boat
Boat
Boat
Alex Gordon, Anchor Handling Tug

Jlm Kilabuk, Anchor Handling Tug
Keewatin, Tug
Kakisa, Harbour Tug
Edgar Kotokak, Tug
Henry Christofferson, Tug
Jock McNiven, Tug
Kelly Ovayuak, Tug
Vic Ingraham, Tug
Pisurayak Kootook, Tug
Pat Lyall, Tug
Nunakput, Tug
1973 NT 1525 Barge
507228
507228
507228
507228
507228
507228
507228
507228
507228
507228
507228
507228
696534
Deleted By

Registration Number
Original
1029292

Date/Tirne
(Atlantic)
2013-04-09 11:15 2018-04-09 475486
Debtors
Type: Enterprise
1, 104 AV
HAY RIVER NT XOE OR9
CANADA
Type: Enterprise
1209-10104 103 AV NO
EDMONTON AB T5J OH8
CANADA
Secured Parties
Type: Enterprise
RCAP LEASING INC.
Report Version 341
Page: 3
13519255
BURLINGTON ON L7L 6M1

CANADA
General Collateral
OFFICE EQUIPMENT AS DESCRIBED ON LEASES, FROM TIME TO TIME LEASED BY THE
SECURED PARTY TO THE DEBTOR AND ANY PROCEEDS THEREOF, TOGETHER WITH ALL
REPLACEMENT PARTS, ACCESSORIES AND ATTACHMENTS

Registration Number
Original
1029309

Date/Time
(Atlantic)
2013-04-09 11:15 2018-04-09 475487
Debtors
Type: Enterprise
1, 104 AV
CANADA
Type: Enterprise
1209-10104 103 AV NO
EDMONTON AB T5J OH8
CANADA
Secured Parties
Type: Enterprise
RCAP LEASING INC.
CANADA
General Collateral
Report Version 341
Page: 4
13519255

Registration Number
Original
1029318

Date/Time
(Atlantic)
2013-04-09 11:15 2018-04-09 475488
Debtors
Type: Enterprise
1, 104 AV
CANADA
Type: Enterprise
1209-10104 103 AV NO
EDMONTON AB T5J OH8
CANADA
Secured Parties
Type: Enterprise
RCAP LEASING INC.
CANADA
General Collateral

Report Version 341
Page; 5
Registration Number
Original
1032778
13519255
Date/Time
(Atlantic)
2013-04-24 17:37 2018-04-24 477782
Debtors
Type: Enterprise
NORTHERN TRANSPORTATION COMPANY.LIMITED
42003 MACKENZIE HWY
CANADA
Secured Parties
Type: Enterprise
RCAP LEASING INC.
CANADA
General Collateral
COPIER EQUIPMENT AS DESCRIBED ON LEASES, FROM TIME TO TIME LEASED BY THE

Registration Number
Original
Discharge
1043588
1294343
Date/Time
(Atlantic)
2013-06-06 12:13 2018-06-06 23494 gpw
2016-04-1917:18 2018-06-06
Debtors
Type: Enterprise
10104 - 103 Avenue
Edmonton AB T5J OH8
Canada
Report Version 341
Page: 6
13519255
Secured Parties
Type: Enterprise
Toronto ON M5L 1A2
Canada
General Collateral
All present and after acquired personal property of the Debtor of whatever kind and wherever situate.
All proceeds, including all present and after acquired goods, intangibles, money, documents of title,
securities, chattel paper or instruments (all defined in the Personal Property Security Act) now or
hereafter constituting proceeds of any of the foregoing collateral.

Registration Number
Original
1078719

Date/Time
(Atlantic)
2013-11-01 13:07 2019-11-01 21767-20
Debtors
Type: Enterprise
1201 Bell Tower, 10104 - 103 Avenue
Edmonton AB T5J OH8
Canada
Secured Parties
Type: Enterprise
ITB MARINE GROUP LTD.
55 Rogers Street
Vancouver BC V6A 3X8
Canada
General Collateral
ALL RIGHT, TITLE, BENEFIT AND INTEREST OF THE DEBTOR IN THE TUGBOATS, CREW BOAT,
BARGES, MOTOR VEHICLE AND OTHER PERSONAL PROPERTY DESCRIBED AS FOLLOWS:
TUGBOATS AND CREW BOAT:
Report Version 341
Page: 7
13519255
1. SHALLOW DRAFT RIVER TUG KNOWN AS DELTA EAGLE, TRANSPORT CANADA ("DOT")
OFFICIAL NUMBER 347981, BUILT IN 1973 AND REBUILT IN 2005;
2. SHALLOW DRAFT RIVER TUG KNOWN AS RISCO REEGAN, DOT OFFICIAL NUMBER 346574,
BUILT IN 1972 AND REBUILT IN 2005;
3. SHALLOW DRAFT RIVER TUG KNOWN AS BERT LONG, DOT OFFICIAL NUMBER 348857, BUILT
IN 1974 AND REBUILT IN 2005;
4, SHALLOW DRAFT RIVER TUG KNOWN AS W.H. HORTON, DOT OFFICIAL NUMBER 344611,
BUILT IN 1970;
5. CREW BOAT KNOWN AS SUVUKTI, DOT OFFICIAL NUMBER 803569, BUILT IN 1983.
BARGES:
6. 2 MILLION LITRE, SHALLOW DRAFT DOUBLE HULLED OIL / DECK CARGO BARGE KNOWN AS
ITB DEH CHO 1, DOT OFFICIAL NUMBER 837381, BUILT IN 2013;
7. 2 MILLION LITRE, SHALLOW DRAFT DOUBLE HULLED OIL / DECK CARGO BARGE KNOWN AS
ITB DEH CHO 2, DOT OFFICIAL NUMBER 837385, BUILT IN 2013;
8. SELF PROPELLED RAMP SPUD BARGE KNOWN AS WILLIAM BRADLEY, DOT OFFICIAL
9. SHALLOW DRAFT SINGLE HULL TANKER BARGE KNOWN AS RADIUM 212, DOT OFFICIAL
14. SHALLOW DRAFT SINGLE HULL TANKER BARGE KNOWN AS S.B.M.T. 21, DOT OFFICIAL
15. ARCTIC WING TANK OIL TANK / CARGO BARGE KNOWN AS BOSS 502, DOT OFFICIAL
16. DECK BARGE KNOWN AS HORIZON 801, DOT OFFICIAL NUMBER 313711, BUILT IN 1960;
17. HOPPER DUMP BARGE KNOWN AS D.P. NO, 7, DOT OFFICIAL NUMBER 313865, BUILT IN
1961,
18. RAIL / CARGO BARGE KNOWN AS K.N. 10, DOT OFFICIAL NUMBER 809663, BUILT IN 1956;
19, COVERED DECK BARGE KNOWN AS NORSK PACIFIC NO. 65, DOT OFFICIAL NUMBER 188354,
BUILT IN 1956;
Report Version 341
Page: 8
13519255
MOTOR VEHICLE:
20. 2009 VOLVO L220F WHEEL LOADER SERIAL NUMBER VCEL220FE00006917;
OTHER:
23. 12 - 20' ISO PLATFORM CONTAINERS;
24. 4 - SKID MOUNTED PORTABLE CARGO PUMP DRIVE UNITS EACH OF WHICH INCLUDES 1
BLACKMER 6" CARGO PUMP, 1 JOHN DEERE 4045-1E285 DIESEL ENGINE WITH CLUTCH AND
SPEED REDUCER FOR SHALLOW DRAFT BARGE CARGO OPERATIONS;
25. 1 - TRAILER MOUNTED PORTABLE CARGO PUMP DRIVE UNIT WHICH INCLUDES 1
BLACKMER 8" CARGO PUMP, 1 JOHN DEERE 4045HF285 DIESEL ENGINE WITH CLUTCH AND
SPEED REDUCER FOR TANK FARM CARGO OPERATIONS;
26. TRITON RBS OIL SKIMMING SYSTEM WHICH INCLUDES A 60 DISC RECOVERY MODULE AND
A 60 DRUM RECOVERY MODULE;
27. 4 - 6" 1504 ANSI CARBON STEEL RAISED FACE FLANGED BASKET STRAINER WITH 1/8"
PERFORATIONS;
28. 1 - 8" 150# ANSI CARBON STEEL RAISED FACE FLANGED BASKET STRAINER WITH 1/8"
PERFORATIONS;
29. 1 - M5120A1 METER 6" FLANGES, MECH, REGISTER/PRINTER, 6" BULK DUAL AIR ELIM., F56
STRAINER
30. FITTINGS FOR PUMP SUCTION AND DISCHARGE SS FOR 8" TRAILER MOUNTED BLACKMER
AND 6' CARGO PUMPS ON DECK
31. 4 - M575A1 METER EACH OF WHICH INCLUDES 4" FLANGES, MECH, REGISTER/PRINTER, 4"
BULK DUAL AIR DIM., F54 STRAINER;
32. 3 - COMPRESSOR AIR 185 CFM 185DPQ JD;
33. LIGHT TOWER 8KW MAGNUM MLT5080;
34. PORT XPR 6550 UHF 1000CH;
35. 3 NEW PORTABLE CARGO PUMPS - 8" BLACKMER,6 CYL DEERE;
36. 4 BARGE RAMPS;
37. OLD PROPS, OLD SHAFTS, OLD ENGINES AND OLD GEARS, OFF OF THE TUGBOATS BERT
LONG AND W.H. HORTON;
38. 12 WINTECH 50 HL BARGE WINCHES;
39, ANCHORS;
40. MISCELLANEOUS PARTS FOR THE TUGBOATS, CREW BOAT, BARGES AND MOTOR VEHICLE;
Report Version 341
Page: 9
13519255
41. AND ANY ADDITIONAL PERSONAL PROPERTY AS SET OUT FORTH IN THE CHARTER PARTY
AND EQUIPMENT LEASE AGREEMENT AND/OR THE LETTER PURCHASE AGREEMENT BETWEEN
THE DEBTOR AND THE SECURED PARTY WITH RESPECT TO THE TUGBOATS, CREW BOAT,
BARGES, MOTOR VEHICLE AND OTHER PERSONAL PROPERTY;
AND INCLUDING, WITHOUT LIMITATION, ALL ENGINES, BOILERS, MACHINERY, MASTS,
BOWSPRITS, CAPSTANS, FITTINGS, FIELDS, TOOLS, PUMPS AND PUMPING EQUIPMENT,
BOATS, ANCHORS, CABLES, CHAINS, RIGGING, TACKLE, APPAREL, WINCHES, FURNITURE, ALL
PARTS, ACCESSIONS, ACCESSORIES, ATTACHMENTS, APPURTENANCES, INSTRUMENTS,
APPLIANCES, COMMUNICATION EQUIPMENT, RADAR EQUIPMENT, NAVIGATION EQUIPMENT,
SPARE GEAR AND STORES WHETHER ON BOARD OR ASHORE AND ALL OTHER GOODS OF ANY
KIND AND NATURE, WHICH MAY FROM TIME TO TIME BE INSTALLED IN AND ATTACHED TO OR
FORM PART OF ANY OF THE TUGBOATS, CREW BOAT, AND BARGES AND/OR MOTOR VEHICLE,
AND ANY REPLACEMENTS OR SUBSTITUTIONS THEREFOR. ALL MANUALS, CATALOGUES,
LOGS, SPECIFICATIONS AND TECHNICAL RECORDS IN RESPECT OF THE FOREGOING
TUGBOATS, CREW BOAT, AND BARGES AND MOTOR VEHICLE, AND ALL RIGHTS UNDER
INSURANCE POLICIES AND LICENCES IN RESPECT OF THE FOREGOING TUGBOATS, CREW
BOAT, AND BARGES AND MOTOR VEHICLE.
PROCEEDS: ALL PROCEEDS FROM THE AFORESAID COLLATERAL THAT ARE GOODS,
ACCOUNTS, NOTES, INSTRUMENTS, INVESTMENT PROPERTY, MONEY, CHATTEL PAPER,
DOCUMENTS OF TITLE, CONTRACT RIGHTS, INSURANCE PAYMENTS, LICENCES AND
INTANGIBLES.

Serial Number
Collateral Type
Description
Added By
347981
346574
348857
344611
810639
175555
190810
195242
195243
195244
369114
347819
313711
313865
809663
803569
188354
837381
837385
VCEL220FE00006917
Boat
Boat
Boat
Boat
Boat
Boat
Boat
Boat
Boat
Boat
Boat
Boat
Boat
Boat
Boat
Boat
Boat
Boat
Boat
Motor Vehicle
1973 Shallow draft river tug

1972 Shall draft river tug
1974 Shallow draft river tug
1982 Shall draft river tug
1991 Self-propelled ramp spud
1946 oil barge, Radium 212
1952 oll barge, Radium 352
1973 oll barge, SBMT 21
1973 Arctic Wing tank oil tank
1960 Deck cargo barge
1961 Hopper dump barge
1956 rall/cargo barge, KN 10
1983 crew boat, Suvukti
1956 Norsk Pacific No. 65
2013 ITB Deh Cho 1, oil barge
2013 ITB Deh Cho 2, oil barge
2009 Volvo
1078719
1078719
1078719
1078719
1078719
1078719
1078719
1078719
1078719
1078719
1078719
1078719
1078719
1078719
1078719
1078719
1078719
1078719
1078719
1078719
Deleted By

Report Verslon 341
Page: 10
13519255
Registration Number
Original
1129013

Date/Time
(Atlantic)
2014-06-10 13:25 2019-06-10
Debtors
Type: Enterprise
42003 MACKENZIE HWY
Hay River NT X0E0R9
Canada
Secured Parties
Type: Enterprise
TDF GROUP INC.
11025 184 STREET NW
EDMONTON AB T5S0A6
Canada

Serial Number
Collateral Type
Description
Added By
1FM5K8D85EGB29960
Motor Vehicle
2014 Ford Explorer XLT
1129013
Deleted By

Registration Number
Original
Renewal
Discharge
Re-registration
Renewal
Amendment
843680
1274123
1274524
1274800
1274837
1274953
Date/Time
(Atlantic)
2011-02-01 20:55
2016-01-28 12:51
2016-01-29 13:22
2016-02-01 13:51
2016-02-01 13:56
2016-02-01 16:29

2016-02-01
2021-02-01
2021-02-01
2021-02-01
2026-02-01
2026-02-01
66480-CS1
Amendment or Global Change to add or delete information, The following registration details provide the
deleted.
Report Version 341
Page: 11
13519255
Debtors
Typc: Entcrpriso
e
A:
Canada
Type: Enterprise
1201, 10104 - 103 Avenue
EDMONTON AB T5J OH8
Canada
Secured Parties
Typc: Entcrprisc
NORTERRA INC.
EDMONTON AB T5J 4G8
Canada
Type: Enterprise
NORTERRA INC.
1201, 10104 - 103 Avenue
EDMONTON AB T5J OH8
Canada
General Collateral

Registration Number
Original
1276336
Date/Time
(Atlantic)
2016-02-08 12:15 2021-02-08 28485-13
Debtors
Type: Enterprise
Report Version 341
Page: 12
13519255

1201, 10104 - 103 Avenue
Edmonton AB T5J OH8
Canada
Secured Parties
Type: Enterprise
107 MacKenzie Road
Bag Service #7
Inuvik NT XOE OTO
Canada
General Collateral
END OF REPORT
Report Version 341
Page: 13
The Property Registry
,ENGLISH
.;
.
'FRAN9A113
Tara Debra Jayne

Blayden
(tmitbla)
Page 1 of 3
A Service Provider
for the Province of Manitoba
Business Debtor
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Date: 2016-04-20
Time: 11:25:56 AM
Inquiry Number: 10227210005
User ID: Tara Debra Jayne Blayden
Financing Statement
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Account Balance:
Business Name:
$7,367.00
Discharge Statement
Global Change
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2 exact matches were found.

1 similar match was found.
Individual Debtor
EXACT MATCHES
Business Debtor
Business Debtor Name
No. of Registrations
Registration Number
11, 14aBILLERN.310.1.15MBIA:110.10.EARY....11.11
Serial Number
2. Northern Trans >ortation Corn arn Urn.',d
D.
Document Copies
Other Services
Fees
Party Code
1. NORTHERN TRANSPORTATION COMPANY LIMITED

1.1 NORTHERN TRANSPORTATION COMPANY LIMITED: Registration 201601826700 (2016-02-01 12:16:32
PM)
Registered under
The Personal Property Security Act
Expiry Date (YYYY-MM-DD)
2021-02-01
Debtor Address
1201, 10104 - 103 Avenue

Edmonton, AB
Canada T53 OH8
Secured Parties
(party code, name, address)
NORTERRA INC.
1201, 10104 - 103 Avenue
Edmonton, AB
Canada T5J OHS
Contact Us
Documents Online
Survey Plans Online
Account Application
Information
General Collateral Description
Additional Information
This Is a reinstatement of Financing Statement No. 201101633107 which was

discharged in error on January 29, 2016 at 11:00:17 AM and this Is being filed
pursuant to Section 35(7) of The Personal Property Security Act.
Security Forms
Registration Number: 201601829512 (2016-02-01 12:35:48 PM)

Sections Changed: Secured Parties
Change History

Sections Changed: Secured Parties, Business Debtors
Back to Tog
2. Northern Transportation Company Limited

2.1 Northern Transportation Company Limited: Registration 201602252502(2016-02-05 11:50:18 AM)
Registered under
2021-02-05
Debtor Address
1201, 10104 - 103 Avenue

Edmonton, Alberta
Canada T5J OHS
Secured Parties
Inuvialult Development Corporation

107 MacKenzie Road
Bag Service #7
Inuyik, Northwest Territories
Canada XOE OTO
2.2 Northern Transportation Company Limited: Registration 201309755206 (2013-06-04 12:18:33 PM)
Registered under
Status
Discharged
'Expiry Date (YYYY-MM-DD)
I 2018-06-04
rDebtor Address
11
https://www.tprmb.ea/ppr/jsps/search/debtor/business/searchResults.jsp
4/20/2016
Page 2 of 3

10104 - 103 Avenue
Edmonton, Alberta
Canada T5J 01-18
Secured Parties

Change History

Toronto, Ontario
Canada M5L 1A2
*The security Interest is taken In all of the debtor's present and after-acquired
personal property.
Sections Changed: Status
2.3 Northern Transportation Company Limited: Registration 200708628009 (2007-05-15 4:40:00 PM)
Registered under
2017-05-14
Debtor Address

Hay River, NT
Canada XOE OR9
Secured Parties

Calgary, AB
Canada T2A 7P1
*The security interest is taken In all of the debtor's present and after-acquired
personal property.
347537
Boat
.
1973
Edgar Kotoak - Tug
347544
Boat
1973
Henry Christofferson - Tug
347538
Boat
1973
Jock McNiven - Tug
347535
Boat
1973
Kelly Ovayuak - Tug
344735
Boat
1970
Vic Ingraham - Tug
330880
Boat
1969
Pisurayak Kootook - Tug
Serial Numbered Goods

(serial number, category, year,
description)
330881
Boat
1969
Pat Lyall - Tug
331298
Boat
1969
Nunakput - Tug
370260
Boat
1975
Alex Gordon - Anchor Handling Tug
370261
Boat
1975
Jlm Kllabuk - Anchor Handling Tug
348028
Boat
1974
Keewatin - Tug
347536
Boat
1973
Kakisa - Harbour Tug
346518
Boat
1973
NT 1525 Barge
Change History
Reglstratlon Number: 201010081519 (2010-06-21 1:34:12 PM)

Sections Changed: Secured Parties
Reglstratlon Number: 200907782513 (2009-05-14 10:06:52 AM)
Sections Changed: Serial Numbered Goods
https://www,tprmb.ea/ppr/jsps/search/debtor/business/searchResultsjsp
4/20/2016
Page 3 of 3
Bick to TOD
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https://www.tprmb.ca/ppr/jsps/search/debtor/business/searehResultsjsp
4/20/2016
Newfoundland and Labrador
13520821
Type of Search:
Search Criteria:

Transaction Number:
Searched By:
2016-04-20 10:07 (Atlantic)

13520821
V187448
Exact
*
*
*
*
An
Included
Original
Registration
Number
5693145
Enterprise Name
COMPANY LIMITED
*
11055241
COMPANY LIMITED
*
8822492
COMPANY LIMITED
*
13659065
Limited
in the 'Exact' column indicates that the Debtor (Enterprise) exactly
Place
HAY RIVER
EDMONTON
Edmonton
Edmonton
matches the search criteria.
An '*' in the 'Included' column indicates that the registration's details are included within the Search Result
Report.
within the last 30 days can still be re-registered by the secured party.

Province or Territory: Newfoundland and Labrador
Registration Number
Original
Amendment
Amendment
Renewal
5693145
7349871
8227714
13345111
Date/Time
(Atlantic)
2007-05-14 09:21
2009-05-14 15:42
2010-06-0115:13
2015-10-05 11:30

2017-05-14
2017-05-14
2017-05-14
2025-05-14
NS11659-619
SM1764.99
602784-NS9
Report Version 341
Page: 1
13520821
deleted.
Debtors
Type: Enterprise
Canada
Secured Parties
Type: Enterprise
10050 JASPER AVENUE
2ND FLOOR
eye,
Canada
Type: Enterprise
Calgary AB T2A 7P1
Canada
General Collateral
A SECURITY INTEREST IS TAKEN IN ALL OF THE DEBTOR'S PRESENT AND AFTER-ACQUIRED
PERSONAL PROPERTY.

Serial Number
Collateral Type
Description
Added By
370260
370261
348028
347536
347537
347544
347538
347535
344735
330880
330881
331298
346518
Boat
Boat
Boat
Boat
Boat
Boat
Boat
Boat
Boat
Boat
Boat
Boat
Boat
ALEX GORDON
JIM KILABUK
KEEWATIN
KAKISA
EDGAR KOTOKAK
HENRY CHRISTOFFERSON
JOCK MCNIVEN
KELLY OVAYUAK
VIC INGRAHAM
PISURAYAK KOOTOOK
PAT LYALL (KITIKMEOT)
NUNAKPUT
1973, NT 1525
5693145
5693145
5693145
5693145
5693145
5693145
5693145
5693145
5693145
5693145
5693145
5693145
7349871
Deleted By

Report Version 341
Page: 2
13520821
Registration Number
Original
Discharge
11055241
13838990

Date/Time
(Atlantic)
2013-06-0614:47 2018-06-06 SM002406.811
2016-04-20 10:06 2018-06-06
Debtors
Type: Enterprise
SUITE 1209, BELL TOWER
10104 - 103 AVENUE
EDMONTON AB T5J OH8
Canada
Secured Parties
Type: Enterprise
CANADIAN IMPERIAL BANK OF COMMERCE, AS AGENT
199 BAY STREET, 4TH FLOOR
TORONTO ON M5L 1A2
Canada
General Collateral
A SECURITY INTEREST IS TAKEN IN ALL OF THE DEBTOR'S PRESENT AND AFTER ACQUIRED
PERSONAL PROPERTY,

Registration Number
Original
Renewal
Discharge
Re-registration
Renewal
Amendment
Amendment
Amendment
8822492
13638978
13642244
13643903
13644018
13644026
13645932
13646088
Report Version 341
Date/Time
(Atlantic)
2011-02-01 20:52
2016-01-28 12:48
2016-01-2913:27
2016-02-01 09:13
2016-02-01 09:37
2016-02-01 09:38
2016-02-01 15:11
2016-02-01 15:56

2016-02-01
2021-02-01
2021-02-01
2021-02-01
2026-02-01
2026-02-01
2026-02-01
2026-02-01
643393-CS1
SM000525
SM000525
SM000525
Page: 3
13520821
registration number for the Amendment that added or deleted Information. If no "added by" or "deleted by"
deleted.
Debtors
T-ype-Efrterjar-Ise
EDMONTON AB T5J 4G8
Canada
Typc: Enterprise.
1209, 10101 103 Avenue
Edmonton AB T5J OH8
Canada
Type: Enterprise
1201, 10104 - 103 Avenue
Edmonton AB T5J OH8
Canada
Secured Parties
Typc: Entcrprisc
NORTERRA INC.
EDMONTON AB T5J 4G8
Canada
Typc: Entcrprisc
NORTERRA INC.
1201, 10104 103 Avenue
Edmonton AB T6J OH8
Canada
Type: Enterprise
NORTERRA INC.
1201, 10104 - 103 Avenue
Edmonton AB T5J OH8
Canada
Report Version 341
Page: 4
13520821
General Collateral

Registration Number
Original
13659065

Date/Time
(Atlantic)
2016-02-05 14:04 2021-02-05
Debtors
Type: Enterprise
1201, 10104 - 103 Avenue
Edmonton AB T5J OH8
Canada
Secured Parties
Type: Enterprise
107 MacKenzie Road
Bag Service #7
Inuvik NT XOE OTO
Canada
General Collateral
A SECURITY INTEREST IS TAKEN IN ALL OF THE DEBTOR'S PRESENT AND AFTER-ACQUIRED
PERSONAL PROPERTY,
END OF REPORT
Report Version 341
Page: 5
Th118 11,,)NX1-11P317."
referrod o In th(, 1ff
iclavit of
warn before m
day of __
A CommissIonLamont Bartkill
erfor Oaths in
EXHIBIT 9
"
IN THE MATTER OF THE COMPANIES'CREDITORS ARRANGEMENT ACT, R.S.C. 1985,

c. C-36, AS AMENDED
AND IN THE MATTER OF NORTHERN TRANSPORTATION COMPANY LIMITED
CONSENT TO ACT AS MONITOR
PricewaterhouseCoopers Inc. hereby consents to act as Monitor of the Northern Transportation Company
Limited with respect to the Companies' Creditors Arrangement Act proceedings to commence on or about
April 27, 2016.
DATED at the City of Edmonton,in the Province of Alberta, this 25t1, day of April 2016,
Pricewat liouseCoopers
/K
Per:
Sean Fleming, CIRP
Senior Vice President
/0
TH1$ IS XHIB1T"
referred to In the Affidavit of
Sworn before me th 8
clay of
Lamont Bartlett
"
20A.
EXHIBIT 10

CCAA Cash Flow Projection
Projected
Projected
Projected
Projected
Week 2
Week 4
5/16/2016
5/22/2016
5/2/2016
5/8/2016
Week 3
5/9/2016
5/15/2016
Weekl
4/25/2016
5/1/2016
Weeks
5/23/2016
5/29/2016
19,110
Pt-ejected
Pttejected
PrOSCted
Pr*-.;Zed
?Nip:zed
Week 12
7/11/2016
7/17/2016
Pr erred
Week 13
7/18/2016
7/2412016
Prejtephsd.e.tecied
13 Week Total
projected
Week 11
7/4/2016
7/10/2016
2,255,444
Week 10
6/27/2016
7/3/2016
1,678,453
1,123,000
(27,131)
(27,131)
1,690,353
(5,502,719)
(2,522,274)
(1,424,097)
(9,449,090)
7,168,168
586,992
11,900
Week 9
6/20/2016
6/26/2016
64,110
Week 8
6/13/2016
6/19/2016
11,900
Week 7
6/6/2016
6/12/2016
743,844
Week 6
5/30/2016
6/5/2016
45,000
-
586,992
1,663,221
Starting:
Ending:
11,900
968,724
3,355,000
579,000
574,110
328,734
(27,131)
(495,287)
(271,848)
(794,266)
1,100,000
23,000
11,900
(83,226)
(22,723)
(36,809)
(142,758)
510,000
1,866,844
(84,722)
(3,547)
(1,576,234)
(501,106)
(115,303)
(2,192,642)
1,155,000
-
(53,627)
(369,133)
(88,269)
23,000
(84,722)
(1,036)
(422,760)
_60,960
1,166,900
(85,758)
=EMI
23,000
(318,208)
(132,661)
(898,659) (1,333,978)
(185,445)
(300,487)
(317,764)
(485,318)
(1,401,868) (2,119,783)
444,234
1,100,000
23,000
-
(122,929)
(160,492)
(450,869)
(1,618,532)
45,000
(283,421)
(76,369)
19,110
(147,929)
(131,861)
(31,229)
(311,019)
1,444,084
60,960
(744,225)
(218,495)
(165,826)
(1,128,546)
(85,756)
Operating Receipts
Direct Operating Disbursements
Payroll Related Expenses
General and Administrative
Operating Disbursements
(1,382,758) (2,074,783)
7,700,075
716,031
1,078,472
(260,421)
444,234
lere,
944,234
328,734
1,272,967
328,734
71242013
1,272,967
1,348,221
2,621,188
1,348,221
Z210,540
(311,019)
(235,000)
(100,000)
(1,032,718)
500,000
444,234
944,234
:4,411,063
(335,000)
(76,369)
7/10i21
:46
(215,000)
(100,000)
(50,000)
1,109,084
71.'4243LS
1,532,716
(1,032,716)
500,000
(50,000)
(50,000)
(85,758)
6/26/20 Ms.
1,609,084
(76,369)
1,632,716
(250,000)
(140,000)
(58,005)
(244,650)
(280,000)
(582,655)
85,758
e419426
500,000
1,109,084
1,609.084
(390,000)
(1,985,413)
.42
1.24
. 15
585,758
(85,758)
500,000
(850,000)
(340,000)
(174,015)
(733,950)
(700,000)
(2,797,965)
326,031
la
500,000
85,758
585,758
(315,000)
(50,000)
(280,421)
2,465,413
(1,965,413)
500,000
(58,005)
(244,650)
(140,000)
(492,655)
(58,005)
(244,650)
(280,000)
(582,655)
(381,019)
5T20-S3i8
(50,000)
-
(1,067,586)
DIP ProPeeds
Debtor Professional Fees
Creditor Professional Fees
Lease Payment- IDC
I sane Payment- ITB
DB Pension Plan- Special Payments
Miscellaneous Disbursements
Accrued Unpaid Expenses
Principal Payments
Interest Payments & Fees
Debt Service Expenses
OPERATING CASH FLOW
Operating Cash Receipts

Fuel delivery revenue
Deck revenue
Charter revenue
Shipyard revenue
Other operating receipts
BDP collections
GLOBAL NOTE TO BUDGET:These projections have been prepared solelyfor the purposes ofthe Debtors CCAA proceedings and are based exclusively on information provided by the Debtor. The associated footnotes on the following page are integrated into the
budget and should be read in conjunction therewith.
NOTES
2
3
4
5
6
10
11
12
13
14
15
16
2,780,822
.T422
,
2
)
4
2,139,382
326,031
2,485,413
NET CASH FLOW
2,760,822
(361,019)
FAIV2-1
5,3/2616
2599.803
2,399,803
(260,421)
2,139,382
5.1/25l8
2,760,822
2,760,822
Week Ending:
Beginning Cash Balance

Net Cash Flow
Ending Cash Balance
: ManagementofIVTCL have prepared this forecasted cash flow statement based on probable and hypothetical assumptions detailed in the notes below.
] The forecast has been prepared coley for NTCL's CCAA filing to determine liquidity requirements. Since the projections are based on assumptions regarding future events, actual results will varyfrom the information
presented,and the variations may be material. Consequently,readers are cautioned that it may not be appropriate for otherpurposes.
! incorporated Notesto Forecast

1)Fuel Delivery Revenue:Cash reciepts are managmenfs best estimate based on existing contractterms and historical cash receipts.
2)Deck Revenue: Reflects cash receipts for deck cargo based on projected delivery dates and 45 day paymentterms.
3)Charter Revenue: Reflects receipts consistent vrith customer arrangements.
4)Shipyard Revenue: Entire amount reflects paymentforthe Canada Coast Guard vessel repair project Receipts are based on management's bestestimate and the release of a holdback upon project completion.
! 5)Other Operating Receipts: Based on historical receipts for business activities outside of the Debtor's core operations,such as container and other asset rentals.
! 6)BDP Collections: Currently, the Debtor is not considering servicing a wholly owned subsidiary for its fuel delivery. Therfore, BDP fuel delivery revenue and outstanding receivables collection is excluded.
7)Direct Operating Disbursements: Based on total assets utilized, operating days to service customers and the supplies and services required to operate during the 2016 sailing season.
8)Payroll Related Expenses:Based on management's best estimate of the required workforce and the proposed KERP distributions.
9)General and Administrative: G&A consistent with historical levels, adjusted for the current operating environment, which contemplates a leaner operation.
10)DIP Proceeds:Assumes a monthly cash draw in the first week of the month forthe amount required to continue operations until the following DIP draw.
11)Debtor Professional Fees: Estimatesfor professionalfees expected to be incurred during the CCAA process.
i. 12)Creditor Professional Fees: Estimates for professionalfees expected to be incurred during the CCAA process.
13)Lease Payment- IDC: Consistent with contractual arrangementfor the use of two double hull barges.
14)Lease Payment- ITB: Consistent with contractual arrangementfor the purchase of a number of assets, including small tugs and critical barges.
15)DB Pension Plan -Special Payments: Reflects the current pension plan workout scheme schedule through week starting May 23; assumes a 50% beggining the week of June 27.
16)Debt Service Expenses: Consistent with Interim Financing Arrangement
I8 1,1%111151T ",
referred to In the
Sworn before me thla
day of
Lamo
11
ea',anwn
,20,A
A Commissioner fornt Bartlett

Oaths In and for
Alberta
EXHIBIT 11
THIS IS L1XHISIT "

referred to In the Affl Vit Of
aaj
Sworn before me
clay of
Vol Runt..1.6.41
La
1111.7.1111,MI
A Commissionermont Bartlett
for Oaths In and
for Alberta
CONFIDENTIAL
EXHIBIT 12

NTCL: Affidavit of Kyle Barsi

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NTCL: Affidavit of Kyle Barsi

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FORM 49

COURT OF QUEEN'S BENCH OF ALBERTA

ADDRESS FOR SERVICE AND

BENNETT JONES LLP

AFFIDAVIT OF KYLE BARSI

Northern Transportation Company Limited ("NTCL" or the "Applicant") brings an

declaring that the Applicant is an entity to which the CCAA applies;

authorizing the Applicant to carry on business in a manner consistent with the

appointing PricewaterhouseCoopers Inc, as the Monitor (the "Monitor") of the

approving the Applicant's Key Employee Retention Plan ("KERP") as described

NTCL is a subsidiary of NorTerra Inc, ("Norterra"), a holding company with no

is an investment company wholly owned by Inuvialuit Regional Corporation ("IRC")

NTCL Business and Operations

NTCL's core businesses are:

marine cargo transportation, and

operating the largest shipyard in Canada's north,

Directors and Executive Officers

The officers of NTCL are:

William Smith Vice President, Logistics and Business Development; and

Kyle Barsi Vice President, Finance,

Norterra, IDC and IRC have independent officers and directors.

In addition to approximately 17 full-time, year-round employees, NTCL employs

Bank Accounts and Cash Management

NTCL's Non-Consolidated Financial Statements as of December 31, 2015 are appended

Current assets were primarily accounts receivable ($4,619,000), inventory ($1,556,000)

Forbearance Agreement contains confidential information the disclosure of which could

The Credit Agreeinent is guaranteed in full by many of the wholly-owned direct

The Credit Agreeinent is governed by the laws of the Province of Alberta.

- 10 iv. Intercompany Loan

EVENTS LEADING TO THE APPLICANT'S CURRENT CIRCUMSTANCES

Low water levels in the MacKenzie delta due to extra-territorial hydro-electric

Mining and oil and gas exploration activity has declined;

The expansion of infrastructure, and. in particular, the MacKenzie Highway, has

Strategic Review Process

To date, NTCL has implemented various other cost-savings initiatives, including:

reducing its capital expenditure budget:from $3.7 to $2.2 million;

reducing its operating costs by approximately $2 million;

scaling down operations to focus on NTCL's core business ih the MacKenzie

continuing to renegotiate unfavourable contracts.

SUMMARY OF THE APPLICANT'S EXPECTED CCAA PROCEEDING

The objective of these proceedings is to first attempt to restructure NTCL as a going

THE APPLICANT MEETS THE CCAA STATUTORY REQUIREMENTS

NTCL is a "Company" under the CCAA

NTCL is a corporation incorporated under the CBCA, and accordingly is a company to

NTCL has Claims Against it in Excess of $5 Million

As discussed above, NTCL has claims against it well in excess of $5 million.

URGENT NEED FOR RELIEF UNDER THE CCAA

I believe that PricewaterhouseCoopers Inc. ("PWC" or the "Monitor") is qualified and

Payments During CCAA Proceeding

In my view, given the importance of these critical suppliers in allowing NTCL to

Interim Financing & Interim Lender's Charge

A maximum credit amount of up to $9,300,000 (the "Maximum Amount");

The financing provided by the Interim Lender is essential to a successful restructuring of

It is contemplated that NTCL's director would be granted a third priority Court-ordered

In anticipation of NTCL's insolvency proceedings, the Applicant agreed to a KBRP to

The key elements ofthe KBRP are:

The Retention Bonus will be payable in tranches as follows:

20% on June 30, 2016;

30% on August 31, 2016;

Payment of the bonus will be subject to the employee continuing to be employed

Now shown to me and marked as Exhibit "12" to this Affidavit is a copy of a

VIII. CASH FLOW PROJECTIONS

A Commissioner for Oaths In and

A Commissioner for Oaths In and for Alberta