Common use of US Revolving Credit Facility Clause in Contracts

US Revolving Credit Facility. (i) Subject to the terms and conditions hereof, each US Revolving Lender agrees to make available to the US Borrowers from time to time until the Commitment Termination Date its Pro Rata Share of US Dollar advances (each, a “US Revolving Credit Advance”) under the US Revolving Loan Commitment (the “US Revolving Credit Facility”). The Pro Rata Share of the US Revolving Loan of any US Revolving Lender shall not at any time exceed its separate US Revolving Loan Commitment. The obligations of each US Revolving Lender hereunder shall be several and not joint. Until the Commitment Termination Date, the US Borrowers may from time to time borrow, repay and reborrow under this Section 1.1(b); provided that the US Dollar amount of any US Revolving Credit Advance to be made at any time shall not exceed the US Borrowing Availability at such time. Each US Revolving Credit Advance shall be made on notice by the US Borrowers to Agent. Any such notice must be given no later than (1) 11:00 a.m. (New York time) on the Business Day of the proposed US Revolving Credit Advance, in the case of a US Base Rate Loan, or (2) 11:00 a.m. (New York time) on the date which is three (3) Business Days prior to the proposed Revolving Credit Advance, in the case of a LIBOR Loan. Each such notice (a “US Notice of Revolving Credit Advance”) must be given in writing (by electronic mail or other electronic means reasonably acceptable to Agent) substantially in the form of Exhibit 1.1(b)(i), and shall include the information required in such Exhibit. If the US Borrowers desire to have a Revolving Credit Advance bear interest by reference to the LIBOR Rate, they must comply with Section 1.5(e)(i). (ii) Except as provided in Section 1.11, the US Borrowers shall execute and deliver to each US Revolving Lender a US Dollar note to evidence the US Revolving Loan Commitment of that US Revolving Lender. Each note shall be in the principal amount of the US Revolving Loan Commitment of the applicable US Revolving Lender, dated the Closing Date and substantially in the form of Exhibit 1.1(b)(ii) (each, a “US Revolving Note” and, collectively, the “US Revolving Notes”). Each US Revolving Note shall represent the obligation of the US Borrowers to pay the amount of the US Revolving Lender’s Revolving Loan Commitment or, if less, such US Revolving Lender’s Pro Rata Share of the aggregate unpaid principal amount of all US Revolving Credit Advances to the US Borrowers together with interest thereon as prescribed in Section 1.5. The entire unpaid balance of the US Revolving Loan and all other non-contingent Obligations shall be immediately due and payable in full in immediately available funds on the Commitment Termination Date.

US Revolving Credit Facility. (i) Subject to the terms and conditions hereof, each US Revolving Lender agrees to make available (and continue outstanding any US Revolving Credit Advances (as defined in the Existing Credit Agreement) outstanding pursuant to the terms of the Existing Credit Agreement) to US Borrowers Borrower from time to time until the Commitment Termination Date its Pro Rata Share of US Dollar advances in Dollars (each, including any such US Revolving Credit Advances (as defined in the Existing Credit Agreement) outstanding pursuant to the terms of the Existing Credit Agreement, a “US Revolving Credit Advance”) under the US Revolving Loan Commitment (the “US Revolving Credit Facility”). The Pro Rata Share of the US Revolving Loan of any US Revolving Lender shall not at any time exceed its separate US Revolving Loan Commitment. The obligations of each US Revolving Lender hereunder shall be several and not joint. Until the Commitment Termination Date, the US Borrowers Borrower may from time to time borrow, repay and reborrow under this Section 1.1(b1.1(a)(i); provided that the US Dollar amount of any US Revolving Credit Advance to be made at any time shall not exceed the US Borrowing Availability at such time. Each US Revolving Credit Advance shall be made on notice by US Borrower to one of the US Borrowers to Agentrepresentatives of Agent identified in Schedule 1.1 at the address specified therein. Any such notice must be given no later than (1A) 11:00 a.m. (New York time) on the Business Day of the proposed US Revolving Credit Advance, in the case of a US Base an Index Rate Loan, or (2B) 11:00 a.m. (New York time) on the date which is three (3) 3 Business Days prior to the proposed US Revolving Credit Advance, in the case of a LIBOR Loan. Each such notice (a “US Notice of US Revolving Credit Advance”) must be given in writing (by electronic mail telecopy or other electronic means reasonably acceptable to Agentovernight courier) substantially in the form of Exhibit 1.1(b)(i1.1(a)(i), and shall include the information required in such ExhibitExhibit and such other information as may be reasonably required by Agent. If US Borrower desires to have the US Borrowers desire to have a Revolving Credit Advance Advances bear interest by reference to the a LIBOR Rate, they US Borrower must comply with Section 1.5(e)(i1.5(e). (ii) Except as provided in Section 1.111.12, the US Borrowers Borrower shall execute and deliver to each US Revolving Lender a US Dollar note to evidence the US Revolving Loan Commitment of that US Revolving Lender. Each note shall be in the principal amount of the US Revolving Loan Commitment of the applicable US Revolving Lender, dated the Closing Date and substantially in the form of Exhibit 1.1(b)(ii1.1(a)(ii) (each, each a “US Revolving Note” and, collectively, the “US Revolving Notes”). Each US Revolving Note shall represent the obligation of the US Borrowers Borrower to pay the amount of the applicable US Revolving Lender’s US Revolving Loan Commitment or, if less, such US Revolving Lender’s Pro Rata Share of the aggregate unpaid principal amount of all US Revolving Credit Advances to the US Borrowers Borrower together with interest thereon as prescribed in Section 1.5. The entire unpaid balance of the aggregate US Revolving Loan and all other non-contingent Obligations shall be immediately due and payable in full in immediately available funds on the Commitment Termination Date.

US Revolving Credit Facility. (i) Subject to the terms and conditions hereof, each US Revolving Lender agrees to make available to the US Borrowers LLTC from time to time until the Commitment Termination Date its Pro Rata Share of US Dollar advances (each, a “"US Revolving Credit Advance”") under the US Revolving Loan Commitment (the “"US Revolving Credit Facility”"). Immediately prior to the effectiveness of this Agreement, the outstanding principal balance of "US Revolving Loans" under the Existing Credit Agreement is US $2,500,000. Such "US Revolving Loans" under the Existing Credit Agreement shall be deemed to be, and hereby are converted into, on the Restatement Closing Date, outstanding US Revolving Loans hereunder. The Pro Rata Share of the US Revolving Loan of any US Revolving Lender shall not at any time exceed its separate US Revolving Loan Commitment. The obligations of each US Revolving Lender hereunder shall be several and not joint. Until the Commitment Termination Date, the US Borrowers LLTC may from time to time borrow, repay and reborrow under this Section 1.1(b1.1(c); provided provided, that the US Dollar amount of any US Revolving Credit Advance to be made at any time shall not exceed the US Borrowing Availability at such time. Each US Revolving Credit Advance shall be made on notice by LLTC to one of the US Borrowers to Agentrepresentatives of Agent identified in Schedule 1.1 at the address specified therein. Any such notice must be given no later than (1) 11:00 10:00 a.m. (New York time) on the Business Day of the proposed US Revolving Credit Advance, in the case of a US Base Rate Loan, or (2) 11:00 10:00 a.m. (New York time) on the date which is three (3) Business Days prior to the proposed Revolving Credit Advance, in the case of a LIBOR Loan. Each such notice (a “"US Notice of Revolving Credit Advance”") must be given in writing (by electronic mail or other electronic means reasonably acceptable to Agentovernight courier) substantially in the form of Exhibit 1.1(b)(i1.1(a)(i), and shall include the information required in such Exhibit. If the US Borrowers desire LLTC desires to have a Revolving Credit Advance bear interest by reference to the LIBOR Rate, they it must comply with Section 1.5(e)(i1.5(e). (ii) For the period from March 31 through June 30 of each calendar year, the US Revolving Lenders shall establish (on a several and not joint or joint and several basis) in favor of LLTC a seasonal overadvance revolving credit facility (the "US Seasonal Facility") which shall be subject to the terms contained herein that are applicable to the US Revolving Loan. For greater certainty, the US Seasonal Facility is a sub-facility of the US Revolving Credit Facility and shall not be subject to the limits of the US Borrowing Base but shall be subject to the US Maximum Amount. The amount outstanding under the US Seasonal Facility shall be in an amount not to exceed (all as determined in US Dollars using, where applicable, the US Dollar Equivalent Amount) the lesser of: (A) US $10,000,000 less amounts outstanding under the Cdn. Seasonal Facility, or (B) 75% of the aggregate Fair Market Value of the Cdn. Vessels owned by the Cdn. Credit Parties and the US Owned Vessels less the aggregate of (i) the principal amount outstanding under the Cdn. Term Loan, the principal amount outstanding under the US Term Loan and the principal amount outstanding under the Engine Term Loan, (ii) the aggregate amount of the obligations secured by Liens attaching to the Cdn. Vessels and the US Owned Vessels that have priority to the Liens securing the Obligations, and (iii) amounts outstanding under the Cdn. Seasonal Facility; provided, that if LLTC has certified to the Agent in the applicable US Notice of Revolving Credit Advance that all or a portion of the proceeds of the related US Revolving Credit Advance will be directly applied to retire any obligation described in clause (ii) above, then such obligation will not be counted in determining availability for such Advance. The aggregate principal amount of all US Revolving Credit Advances (including Advances under the US Seasonal Facility) shall at no time exceed the US Maximum Amount. (iii) Except as provided in Section 1.11, the US Borrowers LLTC shall execute and deliver to each US Revolving Lender a US Dollar note to evidence the US Revolving Loan Commitment of that US Revolving Lender. Each note shall be in the principal amount of the US Revolving Loan Commitment of the applicable US Revolving Lender, dated the Restatement Closing Date and substantially in the form of Exhibit 1.1(b)(ii1.1(c)(iii) (each, a “"US Revolving Note” " and, collectively, the “"US Revolving Notes”"). Each US Revolving Note shall represent the obligation of the US Borrowers LLTC to pay the amount of the US Revolving Lender’s 's Revolving Loan Commitment or, if less, such US Revolving Lender’s 's Pro Rata Share of the aggregate unpaid principal amount of all US Revolving Credit Advances to the US Borrowers LLTC together with interest thereon as prescribed in Section 1.5. The entire unpaid balance of the US Revolving Loan and all other non-contingent Obligations shall be immediately due and payable in full in immediately available funds on the Commitment Termination Date. All US Revolving Notes issued under the Existing Credit Agreement shall be deemed replaced as of the Restatement Closing Date with the notes issued pursuant to this Agreement (without effecting a novation with respect to any "Obligations" as defined in the Existing Credit Agreement).

US Revolving Credit Facility. (i) Subject to the terms and conditions hereof, each US Revolving Lender agrees to make available to the US Borrowers LLTC from time to time until the Commitment Termination Date its Pro Rata Share of US Dollar advances (each, a “"US Revolving Credit Advance”") under the US Revolving Loan Commitment (the “"US Revolving Credit Facility”"). Immediately prior to the effectiveness of this Agreement, the outstanding principal balance of "US Revolving Loans" under the Existing Credit Agreement is US $9,200,000. Such "US Revolving Loans" under the Existing Credit Agreement shall be deemed to be, and hereby are converted into, on the Restatement Closing Date, outstanding US Revolving Loans hereunder. The Pro Rata Share of the US Revolving Loan of any US Revolving Lender shall not at any time exceed its separate US Revolving Loan Commitment. The obligations of each US Revolving Lender hereunder shall be several and not joint. Until the Commitment Termination Date, the US Borrowers LLTC may from time to time borrow, repay and reborrow under this Section 1.1(b1.1(c); provided provided, that the US Dollar amount of any US Revolving Credit Advance to be made at any time shall not exceed the US Borrowing Availability at such time. Each US Revolving Credit Advance shall be made on notice by LLTC to one of the US Borrowers to Agentrepresentatives of Agent identified in Schedule 1.1 at the address specified therein. Any such notice must be given no later than (1) 11:00 10:00 a.m. (New York time) on the Business Day of the proposed US Revolving Credit Advance, in the case of a US Base Rate Loan, or (2) 11:00 10:00 a.m. (New York time) on the date which is three (3) Business Days prior to the proposed Revolving Credit Advance, in the case of a LIBOR Loan. Each such notice (a “"US Notice of Revolving Credit Advance”") must be given in writing (by electronic mail or other electronic means reasonably acceptable to Agentovernight courier) substantially in the form of Exhibit 1.1(b)(i1.1(a)(i), and shall include the information required in such Exhibit. If the US Borrowers desire LLTC desires to have a Revolving Credit Advance bear interest by reference to the LIBOR Rate, they it must comply with Section 1.5(e)(i1.5(e). (ii) For the period from March 31 through June 30 of each calendar year, the US Revolving Lenders shall establish (on a several and not joint or joint and several basis) in favor of LLTC a seasonal overadvance revolving credit facility (the "US Seasonal Facility") which shall be subject to the terms contained herein that are applicable to the US Revolving Loan. For greater certainty, the US Seasonal Facility is a sub-facility of the US Revolving Credit Facility and shall not be subject to the limits of the US Borrowing Base but shall be subject to the US Maximum Amount. The amount outstanding under the US Seasonal Facility shall be in an amount not to exceed (all as determined in US Dollars using, where applicable, the US Dollar Equivalent Amount) the lesser of: (A) US $12,000,000 less the principal amount outstanding under the Cdn. Seasonal Facility, or (B) 75% of the aggregate Fair Market Value of the Cdn. Vessels and the US Owned Vessels (based upon the most recent appraisal received by the Agent) less the aggregate of (i) the principal amount outstanding under the Cdn. Term Loan and the principal amount outstanding under the US Term Loans, (ii) the aggregate amount of the obligations secured by Liens attaching to the Cdn. Vessels and the US Owned Vessels that have priority to the Liens securing the Obligations, and (iii) the principal amount outstanding under the Cdn. Seasonal Facility; provided, that if LLTC has certified to the Agent in the applicable US Notice of Revolving Credit Advance that all or a portion of the proceeds of the related US Revolving Credit Advance will be directly applied to retire any obligation described in clause (ii) above, then such obligation will not be counted in determining availability for such Advance. The aggregate principal amount of all US Revolving Credit Advances (including Advances under the US Seasonal Facility) shall at no time exceed the US Maximum Amount. Notwithstanding the foregoing, during calendar year 2013, the period referenced above shall be extended from June 30 to July 31; provided, that for the period from June 30, 2013 to July 31, 2013, the reference to “US$12,000,000” shall be deemed to be a reference to “US$5,000,000. (iii) Except as provided in Section 1.11, the US Borrowers LLTC shall execute and deliver to each US Revolving Lender a US Dollar note to evidence the US Revolving Loan Commitment of that US Revolving Lender. Each note shall be in the principal amount of the US Revolving Loan Commitment of the applicable US Revolving Lender, dated the Restatement Closing Date and substantially in the form of Exhibit 1.1(b)(ii1.1(c)(iii) (each, a “"US Revolving Note” " and, collectively, the “"US Revolving Notes”"). Each US Revolving Note shall represent the obligation of the US Borrowers LLTC to pay the amount of the US Revolving Lender’s 's Revolving Loan Commitment or, if less, such US Revolving Lender’s 's Pro Rata Share of the aggregate unpaid principal amount of all US Revolving Credit Advances to the US Borrowers LLTC together with interest thereon as prescribed in Section 1.5. The entire unpaid balance of the US Revolving Loan and all other non-contingent Obligations shall be immediately due and payable in full in immediately available funds on the Commitment Termination Date. All US Revolving Notes issued under the Existing Credit Agreement shall be deemed replaced as of the Restatement Closing Date with the notes issued pursuant to this Agreement (without effecting a novation with respect to any "Obligations" as defined in the Existing Credit Agreement).

US Revolving Credit Facility. (i) Subject to the terms and conditions hereof, each US Revolving Lender agrees to make available to the US Borrowers from time to time until the Commitment Termination Date its Pro Rata Share of advances to US Dollar advances Borrowers in Dollars (each, a “US Revolving Credit Advance”) under the US Revolving Loan Commitment (the “US Revolving Credit Facility”). The Pro Rata Share of the US Revolving Loan of any US Revolving Lender shall not at any time exceed its separate US Revolving Loan Commitment. The obligations of each US Revolving Lender hereunder shall be several and not joint. Until the Commitment Termination Date, the US Borrowers may from time to time borrow, repay and reborrow under this Section 1.1(b)1.1(a) in Dollars; provided that the US Dollar amount of any US Revolving Credit Advance to be made at any time shall not exceed the US Borrowing Availability at such time. Borrowing Availability may be reduced by Reserves imposed by US Agent in its reasonable credit judgment. Moreover, the sum of the US Revolving Loan and Swing Line Loan outstanding to US Borrowers shall not exceed at any time the US Borrowing Base. Each US Revolving Credit Advance shall be made on notice by Borrower Representative on behalf of the US Borrowers to Agentone of the representatives of US Agent identified in Schedule 1.1 at the address specified therein. Any such notice must be given no later than (1) 11:00 a.m. (New York California time) on the Business Day of the proposed US Revolving Credit Advance, in the case of a US Base an Index Rate Loan, or (2) 11:00 a.m. (New York California time) on the date which is three (3) 3 Business Days prior to the proposed Revolving Credit Advance, in the case of a LIBOR Loan. Each such notice (a “US Notice of Revolving Credit Advance”) must be given in writing (by electronic mail telecopy or other electronic means reasonably acceptable to Agentovernight courier) substantially in the form of Exhibit 1.1(b)(i1.1(a)(i), and shall include the information required in such ExhibitExhibit and such other information as may be required by US Agent. If the US Borrowers desire to have a the US Revolving Credit Advance Advances bear interest by reference to the a LIBOR Rate, they Borrower Representative must comply with Section 1.5(e)(i1.5(e). (ii) Except as provided in Section 1.11, the US Borrowers shall execute and deliver to each US Revolving Lender a US Dollar note to evidence the US Revolving Loan Commitment of that US Revolving Lender. Each note shall be in the principal amount of the US Revolving Loan Commitment of the applicable US Revolving Lender, dated the Closing Date and substantially in the form of Exhibit 1.1(b)(ii1.1(a)(ii) (each, each a “US Revolving Note” and, collectively, the “US Revolving Notes”). Each US Revolving Note shall represent the obligation of the US Borrowers to pay the amount of the applicable US Revolving Lender’s US Revolving Loan Commitment or, if less, such US Revolving Lender’s Pro Rata Share of the aggregate unpaid principal amount of all US Revolving Credit Advances to the US Borrowers together with interest thereon as prescribed in Section 1.5. The entire unpaid balance of the aggregate US Revolving Loan and all other non-contingent Obligations of US Borrowers shall be immediately due and payable in full in immediately available funds on the Commitment Termination Date. (iii) Anything in this Agreement to the contrary notwithstanding, at the request of Borrower Representative, in its discretion US Agent may (but shall have absolutely no obligation to), make US Revolving Credit Advances to US Borrowers on behalf of US Revolving Lenders in amounts that cause the outstanding balance of the US Revolving Loan to exceed the US Borrowing Base (less the Swing Line Loan) (any such excess US Revolving Credit Advances are herein referred to collectively as “Overadvances”); provided that (A) no such event or occurrence shall cause or constitute a waiver of US Agent’s, Swing Line Lender’s or US Revolving Lenders’ right to refuse to make any further Overadvances, Swing Line Advances or US Revolving Credit Advances, or incur any Letter of Credit Obligations, as the case may be, at any time that an Overadvance exists, and (B) no Overadvance shall result in a Default or Event of Default based on US Borrowers’ failure to comply with Section 1.3(b)(i) for so long as US Agent permits such Overadvance to be outstanding, but solely with respect to the amount of such Overadvance. In addition, Overadvances may be made even if the conditions to lending set forth in Section 2 have not been met. All Overadvances shall constitute US Index Rate Loans, shall bear interest at the Default Rate and shall be payable on demand. Except as otherwise provided in Section 1.10(c), the authority of US Agent to make Overadvances is limited to an aggregate amount not to exceed $500,000 at any time, shall not cause the aggregate US Revolving Loan to exceed the Maximum US Amount, and may be revoked prospectively by a written notice to US Agent signed by Revolving Lenders holding more than 50% of the Revolving Loan Commitments.

US Revolving Credit Facility. (i) Subject to the terms and conditions hereof, (A) each US Existing U.S. Revolving Lender agrees to make available to the US Borrowers U.S. Borrower from time to time until the Original Commitment Termination Date (the “Original U.S. Revolving Commitment Period”) its U.S. Pro Rata Share of US Dollar revolving credit advances requested to be made under such Commitment (each, a an “US Original U.S. Revolving Commitment”) denominated in U.S. Dollars (an “Original U.S. Revolving Credit Advance”), (B) under each Extended U.S. Revolving Lender agrees to make available to U.S. Borrower during the US period from the date any Extended U.S. Revolving Loan Commitments are established until the Commitment Termination Date with respect to such Extension Series of Extended U.S. Revolving Commitments (the “US Extended U.S. Revolving Commitment Period” of such Extension Series) its U.S. Pro Rata Share of revolving credit advances requested to be made under such Extension Series denominated in U.S. Dollars (an “Extended U.S. Revolving Credit FacilityAdvance” under such Extension Series) and (C) each Refinancing U.S. Revolving Lender agrees to make available to U.S. Borrower during the period from the date any Refinancing U.S. Revolving Commitments are established until the Commitment Termination Date with respect to such Refinancing U.S. Revolving Commitments (the “Refinancing U.S. Revolving Commitment Period” with respect thereto) its U.S. Pro Rata Share of revolving credit advances requested to be made under such Commitment denominated in U.S. Dollars (a “Refinancing U.S. Revolving Credit Advance”). The U.S. Pro Rata Share of the US Original U.S. Revolving Loan of any US Existing U.S. Revolving Lender shall not at any time exceed its separate US the Original U.S. Revolving Commitment of such Lender. The U.S. Pro Rata Share of the Extended U.S. Revolving Loan Commitmentof any Extended U.S. Revolving Lender shall not at any time exceed the Extended U.S. Revolving Commitment of such Lender. The U.S. Pro Rata Share of the Refinancing U.S. Revolving Loan of any Refinancing U.S. Revolving Lender shall not at any time exceed the Refinancing U.S. Revolving Commitment of such Lender. The U.S. Pro Rata Share of the U.S. Revolving Loan of any U.S. Revolving Lender shall not at any time exceed the U.S. Revolving Commitment of such Lender. The obligations of each US U.S. Revolving Lender hereunder shall be several and not joint. Until Subject to the Commitment Termination Dateterms and conditions hereof, the US Borrowers U.S. Borrower may from time to time borrow, repay and reborrow under this Section 1.1(b)1.1(a)-1 during the Original U.S. Revolving Commitment Period, Extended U.S. Revolving Commitment Period and the Refinancing U.S. Revolving Commitment Period, as applicable; provided that the US Dollar amount of any US U.S. Revolving Credit Advance to be made at any time shall not exceed the US U.S. Borrowing Availability at such time. Each US U.S. Revolving Credit Advance shall be made on notice by U.S. Borrower to one of the US Borrowers to Agentrepresentatives of Administrative Agent identified in Schedule 1.1 at the address specified therein. Any such notice must be given no later than (1) 11:00 a.m. 1:00 p.m. (New York time) (2:00 p.m. (New York time) in the case of any proposed U.S. Dollars Swing Line Loan pursuant to Section 1.1(c)(i)) on the Business Day of the any proposed US U.S. Revolving Credit Advance, in the case of a US Base Advance to be made as an Index Rate Loan, or Loan and (2) 11:00 a.m. 1:00 p.m. (New York time) on the date which is three (3) Business Days prior to the any proposed U.S. Revolving Credit Advance, in the case of Advance to be made as a LIBOR Loan. Each such notice (a “US Notice of U.S. Revolving Credit Advance” and each such notice in respect of U.S. Dollars Swing Line Advances, a “Notice of U.S. Dollars Swing Line Advance”) must be given in writing (by electronic mail telecopy or other electronic means reasonably acceptable to Agentovernight courier) substantially in the form of Exhibit 1.1(b)(i1.1(a)-1(i), and shall include the information required in such Exhibit. If the US Borrowers desire U.S. Borrower desires to have a the U.S. Revolving Credit Advance Advances bear interest by reference to the a LIBOR Rate, they it must comply with Section 1.5(e)(i1.5(e). (ii) Except as provided in Section 1.11, the US Borrowers shall execute and deliver to each US Revolving Lender a US Dollar note to evidence the US Revolving Loan Commitment of that US Revolving Lender. Each note shall be in the principal amount of the US Revolving Loan Commitment of the applicable US Revolving Lender, dated the Closing Date and substantially in the form of Exhibit 1.1(b)(ii) (each, a “US Revolving Note” and, collectively, the “US Revolving Notes”). Each US Revolving Note shall represent the obligation of the US Borrowers to pay the amount of the US Revolving Lender’s Revolving Loan Commitment or, if less, such US Revolving Lender’s Pro Rata Share of the aggregate unpaid principal amount of all US Revolving Credit Advances to the US Borrowers together with interest thereon as prescribed in Section 1.5. The entire unpaid balance of the US Revolving Loan and all other non-contingent Obligations shall be immediately due and payable in full in immediately available funds on the Commitment Termination Date.

US Revolving Credit Facility. (i) Subject to the terms and conditions hereof, each US Revolving Lender agrees to make available to the US Borrowers LLTC from time to time until the Commitment Termination Date its Pro Rata Share of US Dollar advances (each, a “"US Revolving Credit Advance”") under the US Revolving Loan Commitment (the “"US Revolving Credit Facility”"). Immediately prior to the effectiveness of this Agreement, the outstanding principal balance of "US Revolving Loans" under the Existing Credit Agreement is US $2,500,000. Such "US Revolving Loans" under the Existing Credit Agreement shall be deemed to be, and hereby are converted into, on the Restatement Closing Date, outstanding US Revolving Loans hereunder. Each US Revolving Lender with a US Revolving Loan Commitment hereunder shall make such payments among themselves and/or shall fund US. Revolving Loans requested by LLTC on the date hereof as are necessary to ensure that such converted US Revolving Loans and all US Revolving Loans requested by LLTC on the Restatement Closing Date are funded by the US Revolving Lenders holding US Revolving Loan Commitments hereunder pro rata based on their respective shares of the US Revolving Loan Commitment. The Pro Rata Share of the US Revolving Loan of any US Revolving Lender shall not at any time exceed its separate US Revolving Loan Commitment. The obligations of each US Revolving Lender hereunder shall be several and not joint. Until the Commitment Termination Date, the US Borrowers LLTC may from time to time borrow, repay and reborrow under this Section 1.1(b1.1(c); provided provided, that the US Dollar amount of any US Revolving Credit Advance to be made at any time shall not exceed the US Borrowing Availability at such time. Each US Revolving Credit Advance shall be made on notice by LLTC to one of the US Borrowers to Agentrepresentatives of Agent identified in Schedule 1.1 at the address specified therein. Any such notice must be given no later than (1) 11:00 10:00 a.m. (New York time) on the Business Day of the proposed US Revolving Credit Advance, in the case of a US Base Rate Loan, or (2) 11:00 10:00 a.m. (New York time) on the date which is three (3) Business Days prior to the proposed Revolving Credit Advance, in the case of a LIBOR Loan. Each such notice (a “"US Notice of Revolving Credit Advance”") must be given in writing (by electronic mail or other electronic means reasonably acceptable to Agentovernight courier) substantially in the form of Exhibit 1.1(b)(i1.1(a)(i), and shall include the information required in such Exhibit. If the US Borrowers desire LLTC desires to have a Revolving Credit Advance bear interest by reference to the LIBOR Rate, they it must comply with Section 1.5(e)(i1.5(e). (ii) For the period from March 31 through June 30 of each calendar year, the US Revolving Lenders shall establish (on a several and not joint or joint and several basis) in favor of LLTC a seasonal overadvance revolving credit facility (the "US Seasonal Facility") which shall be subject to the terms contained herein that are applicable to the US Revolving Loan. For greater certainty, the US Seasonal Facility is a sub-facility of the US Revolving Credit Facility and shall not be subject to the limits of the US Borrowing Base but shall be subject to the US Maximum Amount. The amount outstanding under the US Seasonal Facility shall be in an amount not to exceed (all as determined in US Dollars using, where applicable, the US Dollar Equivalent Amount) the lesser of: (A) US $17,000,000 less the principal amount outstanding under the Cdn. Seasonal Facility, or (B) 85% of the aggregate Orderly Liquidation Value of the Cdn. Vessels and the US Owned Vessels (based upon the most recent appraisal received by the Agent) less the aggregate of (i) the principal amount outstanding under the Cdn. Term Loan and the principal amount outstanding under the US Term Loan, (ii) the aggregate amount of the obligations secured by Liens attaching to the Cdn. Vessels and the US Owned Vessels that have priority to the Liens securing the Obligations, and (iii) the principal amount outstanding under the Cdn. Seasonal Facility; provided, that if LLTC has certified to the Agent in the applicable US Notice of Revolving Credit Advance that all or a portion of the proceeds of the related US Revolving Credit Advance will be directly applied to retire any obligation described in clause (ii) above, then such obligation will not be counted in determining availability for such Advance. The aggregate principal amount of all US Revolving Credit Advances (including Advances under the US Seasonal Facility) shall at no time exceed the US Maximum Amount. Notwithstanding the foregoing, during calendar year 2014, the period referenced above shall be extended through July 31; provided, that for the period from July 1, 2014 through July 31, 2014, the reference to “US$17,000,000” shall be deemed to be a reference to “US$5,000,000. (iii) Except as provided in Section 1.11, the US Borrowers LLTC shall execute and deliver to each US Revolving Lender a US Dollar note to evidence the US Revolving Loan Commitment of that US Revolving Lender. Each note shall be in the principal amount of the US Revolving Loan Commitment of the applicable US Revolving Lender, dated the Restatement Closing Date and substantially in the form of Exhibit 1.1(b)(ii1.1(c)(iii) (each, a “"US Revolving Note” " and, collectively, the “"US Revolving Notes”"). Each US Revolving Note shall represent the obligation of the US Borrowers LLTC to pay the amount of the US Revolving Lender’s 's Revolving Loan Commitment or, if less, such US Revolving Lender’s 's Pro Rata Share of the aggregate unpaid principal amount of all US Revolving Credit Advances to the US Borrowers LLTC together with interest thereon as prescribed in Section 1.5. The entire unpaid balance of the US Revolving Loan and all other non-contingent Obligations shall be immediately due and payable in full in immediately available funds on the Commitment Termination Date. All US Revolving Notes issued under the Existing Credit Agreement shall be deemed replaced as of the Restatement Closing Date with the notes issued pursuant to this Agreement (without effecting a novation with respect to any "Obligations" as defined in the Existing Credit Agreement).

US Revolving Credit Facility. (i) Subject to the terms and conditions hereof, each US Revolving Lender agrees to make available to the US Borrowers Borrower from time to time until the Commitment Termination Date its Pro Rata Share of US Dollar advances in Dollars (each, a “"US Revolving Credit Advance”) under the US Revolving Loan Commitment (the “US Revolving Credit Facility”"). The Pro Rata Share of the US Revolving Loan of any US Revolving Lender shall not at any time exceed its separate US Revolving Loan Commitment. The obligations of each US Revolving Lender hereunder shall be several and not joint. Until the Commitment Termination Date, the US Borrowers Borrower may from time to time borrow, repay and reborrow under this Section 1.1(b); provided that the US Dollar amount of any US Revolving Credit Advance to be made at any time shall not exceed the US Borrowing Availability at such time. 1.1 (i) Each US Revolving Credit Advance shall be made on notice by US Borrower to one of the US Borrowers to Agentrepresentatives of Agent identified in Schedule 1.1 at the address specified therein. Any such notice must be given no later than (1A) 11:00 a.m. (New York time) on the Business Day of the proposed US Revolving Credit Advance, in the case of a US Base an Index Rate Loan, or (2B) 11:00 a.m. (New York time) on the date which is three (3) 3 Business Days prior to the proposed US Revolving Credit Advance, in the case of a LIBOR Loan. Each such notice (a “US "Notice of US Revolving Credit Advance”") must be given in writing (by electronic mail telecopy or other electronic means reasonably acceptable to Agentovernight courier) substantially in the form of Exhibit 1.1(b)(iform (a) (i), and shall include the information required in such ExhibitExhibit and such other information as may be reasonably required by Agent. If US Borrower desires to have the US Borrowers desire to have a Revolving Credit Advance Advances bear interest by reference to the a LIBOR Rate, they US Borrower must comply with Section 1.5(e)(i1.5(e). (ii) Except as provided in Section 1.111.12, the US Borrowers Borrower shall execute and deliver to each US Revolving Lender a US Dollar note to evidence the US Revolving Loan Commitment of that US Revolving Lender. Each note shall be in the principal amount of the US Revolving Loan Commitment of the applicable US Revolving Lender, dated the Closing Date and substantially in the form of Exhibit 1.1(b)(ii1.1 (a) (each, ii) (each a “"US Revolving Note” " and, collectively, the “"US Revolving Notes”"). Each US Revolving Note shall represent the obligation of the US Borrowers Borrower to pay the amount of the US applicable Revolving Lender’s 's US Revolving Loan Commitment or, if less, such US Revolving Lender’s 's Pro Rata Share of the aggregate unpaid principal amount of all US Revolving Credit Advances to the US Borrowers Borrower together with interest thereon as prescribed in Section 1.5. The entire unpaid balance of the US Revolving Loan and all other non-contingent Obligations shall be immediately due and payable in full in immediately available funds on the Commitment Termination Date1.