AMENDED AND RESTATED CREDIT AGREEMENT Dated as of November 4, 2011 among ATLANTIC POWER CORPORATION, as the Canadian Borrower, ATLANTIC POWER GENERATION, INC. and ATLANTIC POWER TRANSMISSION, INC., as the US Borrowers, BANK OF MONTREAL, as...

Exhibit 10.6

Composite Copy incorporating the Amendments and
attaching the Modification Agreements

AMENDED AND RESTATED CREDIT AGREEMENT

Dated as of November 4, 2011

among

ATLANTIC POWER CORPORATION,
as the Canadian Borrower,

ATLANTIC POWER GENERATION, INC.
and
ATLANTIC POWER TRANSMISSION, INC.,
as the US Borrowers,

BANK OF MONTREAL,
as Administrative Agent
and an L/C Issuer,

and

THE OTHER LENDERS PARTY HERETO,

and

UNION BANK, N.A.,
as Syndication Agent

and

THE TORONTO-DOMINION BANK AND ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ BANK, N.A.
as Co-Documentation Agents

and

BMO CAPITAL MARKETS, UNION BANK, CANADA BRANCH AND THE TORONTO-DOMINION BANK,
as Joint Lead Arrangers and Joint Bookrunners

TABLE OF CONTENTS

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TABLE OF CONTENTS (Continued)

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TABLE OF CONTENTS (Continued)

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AMENDED AND RESTATED CREDIT AGREEMENT

This AMENDED AND RESTATED CREDIT AGREEMENT dated as of November 4, 2011 (as amended, restated, supplemented or otherwise modified from time to time, this “Credit Agreement” or “Agreement”), is by and among ATLANTIC POWER CORPORATION, a corporation continued under the laws of the Province of British Columbia, Canada (the “Canadian Borrower”), ATLANTIC POWER GENERATION, INC., a Delaware corporation (“APG”) and ATLANTIC POWER TRANSMISSION, INC., a Delaware corporation (“APT”), (each of APG and APT is referred to individually herein as a “US Borrower” and collectively as the “US Borrowers” and together with the Canadian Borrower, each individually a “Borrower” and collectively, the “Borrowers”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), each of L/C Issuers from time to time party hereto in such capacity and BANK OF MONTREAL, as Administrative Agent.

The Administrative Agent and one or more of the Lenders have made available senior secured revolving credit and letter of credit facilities to Atlantic Power Holdings, Inc. a wholly owned subsidiary of APG, pursuant to the Existing Credit Agreement that is guaranteed by the Canadian Borrower and APG.

The Borrowers have requested that the Lenders amend and restate the Existing Credit Agreement and Atlantic Power Holdings, Inc. has agreed to guaranty all of the Obligations, including any “Obligations” (as defined in the Existing Credit Agreement) in connection with the Existing Credit Agreement and each of the Borrowers have agreed to assume all outstanding obligations under the Existing Credit Agreement, which shall continue the senior revolving credit and letter of credit facilities to the Borrowers, and the Lenders are willing to do so on the terms and conditions set forth herein.

From time to time after the Closing Date, the Borrowers, the Administrative Agent and the Lenders have entered into certain amendments, consents, waivers, including certain amendments set forth in (a) that certain Consent, Partial Release and First Amendment to Credit Agreement, dated as of March 30, 2012 by and among the Borrowers, the Lenders party thereto and the Administrative Agent (the “First Amendment”), (b) that certain Consent and Second Amendment to Credit Agreement, dated as of June 22, 2012 by and among the Borrowers, the Lenders party thereto and the Administrative Agent (the “Second Amendment”), and (c) that certain Consent and Third Amendment, dated as of November 2, 2012 by and among the Borrowers, the Lenders party thereto and the Administrative Agent (the “Third Amendment” and together with the First Amendment and the Second Amendment, each an “Amendment” and collectively, the “Amendments”), in each case pursuant to and in accordance with the terms of the Amendments, and in addition to the amendments set forth in the Amendments, the Borrowers, the Administrative Agent and the Lenders have agreed to certain consents, waivers, supplements, joinders and other modifications to the Credit Agreement from time to time pursuant to the following: (i) the Amendments, (ii) that certain Consent and Waiver dated as of December 15, 2011 by and among the Borrowers, the Lenders party thereto and the Administrative Agent (the “Consent (▇▇▇▇▇▇▇▇)”), (iii) that certain Consent dated as of May 31, 2012 by and among the Borrowers, the Lenders party thereto and the Administrative Agent (the “Consent (Primary Energy)”), (iv) that certain Consent and Waiver dated as of June 25, 2012 by and among the Borrowers, the Lenders party thereto and the Administrative Agent (the “Consent

(Incurrence Test)”), (v) that certain Consent and Release dated as of August 3, 2012 by and among the Borrowers, the Lenders party thereto and the Administrative Agent (the “Consent (Badger Power)”), (vi) that certain Modification and Joinder Agreement, dated as of February 14, 2012 by and among the APT, Atlantic Oklahoma Wind, LLC, each of the other Subsidiaries party thereto and the Administrative Agent (the “Atlantic Oklahoma Wind Joinder”), and (vii) that certain Modification and Joinder Agreement, dated as of July 20, 2012 by and among APT, Atlantic Rockland Holdings, LLC, each of the other Subsidiaries party thereto and the Administrative Agent (the “Atlantic Rockland Joinder” and together with the Amendments, the Consent (▇▇▇▇▇▇▇▇), the Consent (Primary Energy), the Consent (Incurrence Test), the Consent (Badger Power), and the Atlantic Oklahoma Wind Joinder, collectively, the “Modification Agreements”).

Copies of the Modification Agreements are attached hereto as Annex I.

In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:

ARTICLE I.
DEFINITIONS AND ACCOUNTING TERMS

1.01.                     Defined Terms.  As used in this Agreement, the following terms shall have the meanings set forth below:

“2011 Equity Offering” means the issuance of common stock of the Canadian Borrower pursuant to the 2011 Prospectus.

“2011 Note Documents” means the 2011 Note Indenture and each “Guarantee” and each “Note” (as defined in the 2011 Note Indenture) issued in connection therewith and all other instruments, certificates and other documents executed and delivered pursuant to or in connection therewith, as the same may be supplemented, amended or otherwise modified from time to time to the extent not prohibited by the terms of this Agreement.

“2011 Note Indenture” means that certain Trust Indenture providing for the issuance of the 2011 Notes, dated November 4, 2011 among the Canadian Borrower, the guarantors a party thereto and Wilmington Trust, National Association, in its capacity as trustee thereunder.

“2011 Notes” means those certain (a) unsecured 9.0% Senior Notes of the Canadian Borrower due 2018, Series A and (b) unsecured 9.0% Senior Notes of the Canadian Borrower due 2018, Series B, issued under the 2011 Note Indenture on November 4, 2011, in connection with the 2011 Offering Memorandum in the aggregate amount of $460,000,000, which proceeds shall fund a portion of the Acquisition (CPILP) and related transaction fees and expenses.

“2011 Offering Memorandum” means that certain Offering Memorandum of the Canadian Borrower with respect to the issuance of the 2011 Notes, as supplemented.

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“2011 Prospectus” means that certain prospectus filed pursuant to Rule 424(b) under the Securities Act of 1933, as amended, dated as of October 13, 2011 and filed by the Canadian Borrower with respect to the offering of common shares of the Canadian Borrower, resulting in gross proceeds of $164,450,000 US Dollars, which proceeds shall fund a portion of the Acquisition (CPILP) and related transaction fees and expenses.

“Acceptable Project Development Company Projections” means quarterly EBITDA and cash flow projections with respect to a Subsidiary or an Unrestricted Subsidiary that is a Project Development Company assuming such Project Development Company has reached Commercial Operations, in each case, prepared by the Borrowers in good faith and reasonably acceptable to the Administrative Agent.

“Acceptable Security Interest” in any Property means a Lien which (a) exists in favor of the Collateral Agent or the Administrative Agent, as applicable,  for the benefit of any of the Secured Parties, (b) is superior to all Liens or rights of any other Person (other than Liens specifically permitted under Section 7.01) in the Property or Collateral encumbered thereby, (c) secures the Obligations, and (d) is perfected and enforceable.

“Acquisition” means any transaction or series of related transactions for the purpose of or resulting, directly or indirectly, in (a) the acquisition of all or substantially all of the assets of a Person, or of any business or division of a Person (other than a Person that is a Subsidiary) or any subsequent investment made in a Person, division or line of business previously acquired in an Acquisition, (b) the acquisition of in excess of 50% of the Capital Stock of any Person (other than a Person that is a Subsidiary), or otherwise causing any Person to become a Subsidiary, or (c) a merger or consolidation or any other combination with another Person (other than a Person that is a Subsidiary).

“Acquisition (CPILP)” means the Acquisition by the Canadian Borrower of 100% of the Capital Stock of CPILP and CPILP GP pursuant to the Acquisition Agreement (CPILP) and the liquidation of CPI Investments, Inc. into the Canadian Borrower.

“Acquisition Agreement (CPILP)” means that certain Arrangement Agreement by and among CPILP, CPILP GP, CPI Investments, Inc., and the Canadian Borrower dated as of June 20, 2011 and effective on November 5, 2011.

“Acquisition Documents (CPILP)” means the Acquisition Agreement (CPILP), the Articles of Arrangement (as defined in the Acquisition Agreement (CPILP) and all other material agreements, consents, approvals, instruments, certificates and other documents executed and delivered pursuant to or in connection therewith, as the same may be supplemented, amended or otherwise modified from time to time to the extent not prohibited by the terms of this Agreement.

“Act” means the USA Patriot Act (Title III of Pub. L 107-56 (signed into law on October 26, 2001)).

“Administrative Agent” means Bank of Montreal in its capacity as administrative agent under any of the Loan Documents, or any successor administrative agent.

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“Administrative Agent’s Office” means the Administrative Agent’s address and, as appropriate, account as set forth on Schedule 10.02, or such other address or account as the Administrative Agent may from time to time notify the Borrowers and the Lenders.

“Administrative Questionnaire” means an Administrative Questionnaire in a form supplied by the Administrative Agent.

“Affiliate” of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person.  For purposes of this definition, “control” (including, with correlative meanings, the terms “controlling”, “controlled by” and “under common control with”), as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise.

“Aggregate Commitments” means the sum of (a) the Canadian Borrower Commitments of all the Lenders and (b) the US Borrower Commitments of all the Lenders, in each case, as the same may be readjusted from time to time after the date hereof at the discretion of the Administrative Agent and acceptable to the Borrowers.

“Agreement Currency” has the meaning set forth in Section 10.25.

“Annual Budget” has the meaning set forth in Section 6.01(c).

“Anti-Terrorism Laws” means any Laws relating to terrorism or money laundering, including the Act.

“APG” has the meaning set forth in the introductory paragraph hereto.

“APH” means Atlantic Power Holdings, Inc., a Delaware corporation and a Wholly-Owned Subsidiary of APG.

“APT” has the meaning set forth in the introductory paragraph hereto.

“Applicable Designee” means any office, branch or Affiliate of a Lender designated thereby from time to time with the consent of the Administrative Agent (which consent shall not be unreasonably withheld, conditioned or delayed) to fund Loans or issue Letters of Credit to or for the benefit of the Borrowers.  As of the Closing Date, the Applicable Designees of each Lender are set forth on Schedule 1.01(a) (which schedule may be updated from time to time upon written notice by any Lender to the Administrative Agent).  Any assignment by a Lender of all or a portion of its Commitment to fund or participate in Loans or Letters of Credit to or for the benefit of the Borrowers to an Applicable Designee shall be effected by delivering to the Administrative Agent an addendum executed by such Lender and its Applicable Designee, in form and substance satisfactory to the Administrative Agent.  For all purposes of this Agreement, any designation of an Applicable Designee by a Lender shall not affect such Lender’s rights and obligations with respect to its Commitment and the Loan Parties, the other Lenders and the Administrative Agent shall continue to deal

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solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement and the other Loan Documents, except as otherwise expressly permitted in this Agreement or in the applicable addendum.

“Applicable Indebtedness Incurrence Ratio” means, (a) 7.25 to 1.00 for the period from the Third Amendment Effective Date through the fiscal quarter ending June 30, 2014, (b) 7.00 to 1.00 for the period beginning with the fiscal quarter ending September 30, 2014 through the fiscal quarter ending March 31, 2015, and (c) 6.75 to 1.00 for the period beginning with the fiscal quarter ending June 30, 2015 and at all times thereafter; provided however, that if the Borrowers fail to receive at least $100,000,000 in cash in connection with one or more Atlantic Power Dispositions prior to June 30, 2013, the Applicable Indebtedness Incurrence Ratio means 6.00 to 1.00.

“Applicable Investment Incurrence Ratio” means (a) 7.25 to 1.00 for the period from the Third Amendment Effective Date through the fiscal quarter ending June 30, 2014, (b) 7.00 to 1.00 for the period beginning with the fiscal quarter ending September 30, 2014 through the fiscal quarter ending March 31, 2015, and (c) 6.75 to 1.00 for the period beginning with the fiscal quarter ending June 30, 2015 and at all times thereafter; provided however, that if the Borrowers fail to receive at least $100,000,000 in cash in connection with one or more Atlantic Power Dispositions prior to June 30, 2013, the Applicable Investment Incurrence Ratio means 6.25 to 1.00.

“Applicable Permitted Acquisition Incurrence Ratio” means (a) 7.00 to 1.00 for the period from the Third Amendment Effective Date through the fiscal quarter ending June 30, 2014, (b) 6.75 to 1.00 for the period beginning with the fiscal quarter ending September 30, 2014 through the fiscal quarter ending March 31, 2015, and (c) 6.50 to 1.00 for the period beginning with the fiscal quarter ending June 30, 2015 and at all times thereafter; provided however, that if the Borrowers fail to receive at least $100,000,000 in cash in connection with one or more Atlantic Power Dispositions prior to June 30, 2013, the Applicable Permitted Acquisition Incurrence Ratio means 6.00 to 1.00.

“Applicable Rate” means, at any time, the appropriate applicable percentages corresponding to the Canadian Borrower’s Public Debt Ratings in effect as of the most recent Calculation Date, as shown below:

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The Applicable Rate for Eurodollar Loans, Letters of Credit, Bankers’ Acceptances, and Base Rate Loans and the Commitment Fees shall, in each case, be determined and adjusted on the date (each a “Calculation Date”) 5 Business Days after the date there is a change in the Canadian Borrower’s Public Debt Rating.  Each determination of the Applicable Rate shall be effective from one Calculation Date until the next Calculation Date.  Any adjustment in the Applicable Percentage shall be applicable to all existing outstanding Loans as well as any new Loans made, in each case, other than with respect to the applicable BA Stamping Fee in connection with outstanding Bankers’ Acceptances or BA Equivalent Notes.

In the event that the Public Debt Ratings of S&P and ▇▇▇▇▇’▇ do not correspond to the same Pricing Level, then the higher of the two ratings shall determine the Pricing Level, except that if the Public Debt Ratings differ by more than one Pricing Level, the Pricing Level that is one Pricing Level lower than the Pricing Level corresponding to the higher of such ratings shall determine the Pricing Level.  If only one of S&P and ▇▇▇▇▇’▇ shall have in effect a Public Debt Rating, the Pricing Level shall be determined by reference to the available rating.  In the event the Canadian Borrower fails to maintain a Public Debt Rating with S&P and ▇▇▇▇▇’▇, the Applicable Rate shall be Pricing Level VI from the Business Day immediately succeeding the date that the Canadian Borrower

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fails to maintain a Public Debt rating until the Business immediately succeeding the date that the Canadian Borrower reestablishes such Public Debt Rating.

The Canadian Borrower shall promptly deliver to the Administrative Agent information regarding any change in the Canadian Borrower’s Public Debt Rating, as determined by S&P and ▇▇▇▇▇’▇, that would change the existing Pricing Level pursuant to the preceding paragraph.

“Applicable Restricted Payment Incurrence Ratio” means (a) 7.25 to 1.00 for the period from the Third Amendment Effective Date through the fiscal quarter ending June 30, 2014, (b) 7.00 to 1.00 for the period beginning with the fiscal quarter ending September 30, 2014 through the fiscal quarter ending March 31, 2015, and (c) 6.75 to 1.00 for the period beginning with the fiscal quarter ending June 30, 2015 and at all times thereafter; provided however, that if the Borrowers fail to receive at least $100,000,000 in cash in connection with one or more Atlantic Power Dispositions prior to June 30, 2013, the Applicable Restricted Payment Incurrence Ratio means 6.25 to 1.00.

“Approved Fund” means any Fund that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender, or (c) an entity or an Affiliate of an entity that administers or manages a Lender.

“Arranger” means each of BMO Capital Markets, LLC, Union Bank, Canada Branch, and The Toronto-Dominion Bank, in their respective capacities as joint lead arranger and joint bookrunner.

“Assignee Group” means two or more Eligible Assignees that are Affiliates of one another or two or more Approved Funds managed by the same investment advisor.

“Assignment and Assumption” means an assignment and assumption entered into by a Lender and an Eligible Assignee (with the consent of any party whose consent is required by Section 10.06(b)), and accepted by the Administrative Agent, in substantially the form of Exhibit D or any other form approved by the Administrative Agent.

“Assignment Fee” has the meaning specified in Schedule 10.06.

“Attorney Costs” means and includes all reasonable and documented fees, out of pocket expenses and disbursements of any law firm or other external counsel incurred by the Administrative Agent, Collateral Agent, the Arrangers and, if applicable, any Lender.

“Attributable Indebtedness” means, on any date, (a) in respect of any Capitalized Lease Obligations of any Person, the capitalized amount thereof that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP, and (b) in respect of any Synthetic Lease Obligation, the capitalized amount of the remaining lease payments under the relevant lease that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP if such lease were accounted for as a capital lease.

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“Audited Financial Statements” means the audited consolidated balance sheet of the Canadian Borrower and its Subsidiaries for the fiscal year ended December 31, 2010, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for such fiscal year of the Canadian Borrower and its Subsidiaries, including the notes thereto.

“Augmenting Lender” has the meaning set forth in Section 2.17.

“Auto-Renewal Letter of Credit” has the meaning specified in Section 2.03(b)(iii).

“Availability” means the amount by which the Aggregate Commitments exceeds Total Outstandings.

“Availability Period” means the period from and including the Closing Date to the earliest of (a) 1 Business Day prior to the Maturity Date, (b) the date of termination of the Aggregate Commitments pursuant to Section 2.05, and (c) the date of termination of the commitment of each Lender to make Loans and of the obligation of the L/C Issuers to make L/C Credit Extensions, pursuant to Section 8.02.

“Available Aggregate Commitment” means, at any time, the Aggregate Commitment then in effect minus the aggregate Outstanding Amount of Loans and L/C Obligations at such time.

“Available Cash” means unrestricted cash of any Subsidiary or Unrestricted Subsidiary that such Subsidiary or Unrestricted Subsidiary is not contractually or legally restricted or otherwise prohibited from distributing to the holders of Capital Stock in Subsidiary or Unrestricted Subsidiary.

“BA Discount Proceeds” means, with respect to a particular Bankers’ Acceptance, the following amount:

Where:

F                                         means the face amount of such Bankers’ Acceptance;

D                                       means the applicable BA Discount Rate for such Bankers’ Acceptance;

T                                        means the number of days to maturity of such Bankers’ Acceptance; and

Y                                       means 365,

with the amount as so determined being rounded to the nearest whole cent, with one-half of one cent being rounded up.

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“BA Discount Rate” means, for any date of disbursement in respect of Bankers’ Acceptances and BA Equivalent Notes to be purchased pursuant to Article II (a) for Schedule I Lenders, CDOR, (b) for any Lenders that are not Schedule I Lenders, the lesser of (i) the average of all such Lenders’ bid for Bankers’ Acceptances with a term equal to the term selected by the Borrower Agent and (ii) the sum of (x) the BA Discount Rate for Schedule I Lenders determined in accordance with clause (a) above and (y) 0.10% per annum.

“BA Equivalent Note” has the meaning specified in Section 2.06(a).

“BA Lender” means any Lender that is a bank chartered under the Bank Act (Canada) and that has not notified the Administrative Agent in writing that it is unwilling or unable to accept Drafts as provided for in Article II.

“BA Stamping Fee” means the amount calculated by multiplying the face amount of a Bankers’ Acceptance or a BA Equivalent Note by the BA Stamping Fee Rate and then multiplying the result by a fraction, the numerator of which is the number of days to elapse from and including the date of acceptance of such Bankers’ Acceptance or purchase of such BA Equivalent Note by a Lender up to but excluding the maturity date of such Bankers’ Acceptance or BA Equivalent Note, and the denominator of which is the number of days in the calendar year in question.

“BA Stamping Fee Rate” means, with respect to a Bankers’ Acceptance or a BA Equivalent Note, the applicable percentage rate per annum indicated below the reference to “BA Stamping Fee Rate” in the definition of “Applicable Rate”.

“Bank of Montreal” means Bank of Montreal, and its successors.

“Bank Product” means any of the following products, services or facilities extended to any Loan Party by the Administrative Agent, any Lender or any of their respective Affiliates:  (a) Cash Management Services, (b) commercial credit card and merchant card services and comparable products, and (c) other banking products or services as may be requested by any Loan Party, other than Letters of Credit or Indebtedness owed to any Lender in connection with the any credit facility, loan facility or other commercial loan arrangement other than this Agreement; provided, however, that the applicable Secured Party agrees to use commercially reasonably efforts to provide written notice to the Administrative Agent of the existence of such Bank Product promptly following the establishment of such Bank Product (which notice shall be deemed given automatically upon the creation or incurrence of any Bank Product provided by the Administrative Agent, Bank of Montreal or any of their Affiliates).

“Bank Product Debt” means Indebtedness and other obligations of a Loan Party relating to Bank Products.  The amount of the Bank Product Debt may be changed from time to time upon written notice to the Administrative Agent by the Secured Party and the Loan Party; provided that any portion of Bank Product Debt that is secured may not be voluntarily increased at any time that any Default or Event of Default exists.

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“Bankers’ Acceptance” means a depository ▇▇▇▇, as defined in the Depository Bills and Notes Act (Canada), in Cdn. Dollars that is in the form of a Draft signed by the Canadian Borrower and accepted by a BA Lender as contemplated under Section 2.06, or for Lenders not participating in clearing services as contemplated in that Act, a draft or other ▇▇▇▇ of exchange in Cdn. Dollars that is signed on behalf of a Borrower and accepted by a Lender.

“Bankruptcy Code” means the Bankruptcy Reform Act of 1978 (11 U.S.C. § 101, et seq.).

“Base Rate” means the US Base Rate, the US Prime Rate and/or the Cdn. Prime Rate, as applicable.

“Base Rate Loan” means US Base Rate Loans, US Prime Rate Loans and/or Cdn. Prime Rate Loans, as applicable.

“BMO ISDA Master Agreement” means that certain ISDA Master Agreement and the Schedule thereto, dated as of November 9, 2004, documenting the FX swap transaction entered into between Bank of Montreal and APH on November 9, 2004 (as amended from time to time).

“Borrowed Money” means, as to any Person at a particular time, without duplication, all of the following, whether or not included as indebtedness or liabilities in accordance with GAAP:

(a)                                 all obligations of such Person for borrowed money and all obligations of such Person evidenced by bonds, debentures, notes, loan agreements or other similar instruments;

(b)                                 all direct or contingent obligations of such Person arising under funded letters of credit (including standby and commercial), bankers’ acceptances, bank guaranties, surety bonds and similar instruments;

(c)                                  Attributable Indebtedness; and

(d)                                 all Guarantees of such Person in respect of any of the foregoing.

“Borrower” has the meaning specified in the introductory paragraph hereto.

“Borrower Agent” has the meaning specified in Section 10.22.

“Borrower Materials” has the meaning specified in Section 6.02.

“Borrowing” means a borrowing consisting of simultaneous Loans of the same Type and, in the case of Eurocurrency Rate Loans or Bankers’ Acceptances (or BA Equivalent Notes), having the same Interest Period, made by each of the Lenders pursuant to Section 2.01.

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“Business Day” means any day of the year, other than a Saturday, Sunday or other day on which banks are required or authorized to close in ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ or Calgary, Alberta, Canada, and where used in the context of (i) an advance of US$, is also a day on which banks are required or authorized to close in New York, New York or Chicago, Illinois and (ii) a Eurocurrency Rate Loan, is also a day on which banks are required or authorized to close in New York, New York and on which dealings are carried on in the London interbank market in respect of transactions in U.S. Dollars.

“Canadian Borrower” has the meaning specified in the introductory paragraph hereto.

“Canadian Borrower Commitment” means, as to each Lender, its obligation to (a) make Loans to the Canadian Borrower pursuant to Section 2.01 or, if applicable, Section 2.17, and (b) purchase participations in L/C Obligations issued on behalf of the US Borrowers; in an aggregate principal amount at any one time outstanding not to exceed the amount set forth opposite such Lender’s name on Schedule 2.01 or in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement; in each case as the Canadian Borrower Commitments may be readjusted from time to time by the Administrative Agent and acceptable to the Borrowers in connection with a commensurate readjustment of the US Borrower Commitments; provided, that in no event shall any such readjustment result in the aggregate Commitment of any Lender exceeding the aggregate Commitment amount for such Lender on Schedule 2.01.

“Canadian Collateral” means all Property of the Loan Parties organized under the laws of Canada or any Province or Territory thereof described in any Collateral Documents and intended under the terms of the Collateral Documents to be subject to Liens in favor of the Collateral Agent for the benefit of the Secured Parties.

“Canadian Guarantors” means the Canadian Borrower, CPILP, CPILP GP, and any Subsidiary or Unrestricted Subsidiary of the Canadian Borrower that is organized under the laws of Canada or any Province thereof and is required to deliver a Guaranty under Section 6.13.

“Canadian Guaranty” means the Guaranty made by the Canadian Guarantors in favor of the Administrative Agent for the benefit of the Secured Parties, substantially in the form of Exhibit E-2, as the same may be joined from time to time by additional Guarantors after the Closing Date.

“Capital Stock” means: (i) in the case of a corporation, corporate stock; (ii) in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock; (iii) in the case of a partnership or limited liability company, partnership, manager or membership interests (whether general or limited); and (iv) any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person.

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“Capitalized Lease Obligations” means, at the time any determination thereof is to be made, the amount of the liability in respect of a capital lease that would at such time be required to be capitalized and reflected as a liability on a balance sheet (excluding the footnotes thereto) in accordance with GAAP; provided that any obligations existing on the Closing Date (i) which were not included on the balance sheet of the Borrowers and their Subsidiaries as capital lease obligations and (ii) which are subsequently recharacterized for accounting purposes as capital lease obligations, shall for all purposes of this Agreement not be treated as Capitalized Lease Obligations.

“Cash Collateral” means cash, and any interest or other income earned thereon, that is delivered to the Administrative Agent to Cash Collateralize any Obligations.

“Cash Collateralize” means the delivery of cash to the Administrative Agent, as security for the payment of the Obligations, in an amount equal to 103% of the aggregate L/C Obligations.  “Cash Collateralization” has a correlative meaning.

“Cash Equivalents” means,

(a)                                 (i) Cdn. Dollars and foreign currency exchanged into Cdn. Dollars within 180 days or (ii) U.S. Dollars and foreign currency exchanged into U.S. Dollars within 180 days;

(b)                                 securities issued or directly and fully guaranteed or insured by the U.S. or Canadian government or any agency or instrumentality thereof;

(c)                                  certificates of deposit, time deposits and eurodollar time deposits with maturities of one year or less from the date of acquisition, bankers’ acceptances with maturities not exceeding one year and overnight bank deposits, in each case with any commercial bank having capital and surplus in excess of $500,000,000 and whose long-term debt is rated at least “A” or the equivalent thereof by ▇▇▇▇▇’▇ or S&P;

(d)                                 repurchase obligations for underlying securities of the types described in clauses (b) and (c) above entered into with any financial institution meeting the qualifications specified in clause (c) above;

(e)                                  commercial paper issued by a corporation (other than an Affiliate of the Canadian Borrower or an Affiliate of a Subsidiary or Unrestricted Subsidiary of the Borrower) rated at least “A” or the equivalent thereof by ▇▇▇▇▇’▇ or S&P and in each case maturing within one year after the date of acquisition;

(f)                                   readily marketable direct obligations issued by or guaranteed by the Government of the United States or Canada, any state of the United States of America or any province of Canada or any political subdivision thereof having one of the two highest rating categories obtainable from ▇▇▇▇▇’▇ or S&P;

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(g)                                  investment funds investing at least 95% of their assets in securities of the types described in clauses (a) through (f) above; and

(h)                                 Indebtedness or preferred stock issued by Persons with a rating of at least “A” or the equivalent thereof by ▇▇▇▇▇’▇ or S&P.

“Cash Management Services” means any services provided from time to time by any Lender or any of its Affiliates to any Loan Party in connection with operating, collections, payroll, trust, or other depository or disbursement accounts, including automated clearinghouse, e-payable, electronic funds transfer, wire transfer, controlled disbursement, overdraft, depository, information reporting, lockbox and stop payment services.

“Cdn. Dollar Equivalent” means, at any time, with respect to any amount denominated in US Dollars, the equivalent amount thereof in Cdn. Dollars as determined by the Administrative Agent at such time on the basis of the Spot Rate (determined in respect of the most recent Revaluation Date) for the purchase of Cdn. Dollars with US Dollars.

“Cdn. Dollar Extensions” has the meaning set forth in Section 3.07.

“Cdn. Dollar Letter of Credit” means any letter of credit issued hereunder for the account of a Borrower in Cdn. Dollars and shall include, without duplication, the Existing Letters of Credit denominated in Cdn Dollars and issued by Bank of Montreal or The Toronto-Dominion Bank under the CPILP Revolvers.  A Cdn. Dollar Letter of Credit may be a commercial letter of credit or a standby letter of credit; provided that with respect to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Bank, N.A. or its Applicable Designees, such Cdn. Dollar Letter of Credit shall be standby letters of credit.

“Cdn. Dollar Loan” means a Loan that bears interest based on the Cdn. Prime Rate or Bankers’ Acceptances or BA Equivalent Notes.

“Cdn. Dollars” and “Cdn$” means the lawful money of Canada.

“Cdn. GAAP” means generally accepted accounting principles in Canada as determined in the Handbook of by the Canadian Institute of Chartered Accountants or such other principles as may be approved by a significant segment of the accounting profession in Canada, including International Financial Reporting Standards, that are applicable to the circumstances as of the date of determination, consistently applied.

“Cdn. Honor Date” has the meaning set forth in Section 2.03(c)(i)(B).

“Cdn. Prime Rate” means, for any day, a fluctuating rate per annum equal to the highest of (a) the rate of interest in effect for such day as publicly announced from time to time by Bank of Montreal as the reference rate of interest that it employs in order to determine the rate of interest it will charge for demand loans in Cdn. Dollars to its customers in Canada and which it publicly announces as its Cdn. Dollar “prime rate” and (b) CDOR on the particular day for one-month bankers’ acceptances, plus 1.0% per

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annum.  Any change in such rate announced by Bank of Montreal shall take effect at the opening of business on the day specified in the public announcement of such change.

“Cdn. Prime Rate Loan” means a Loan that bears interest based on the Cdn. Prime Rate.

“Cdn. Unreimbursed Amount” has the meaning set forth in Section 2.03(c)(i)(B).

“CDOR” means, for any day and relative to Bankers’ Acceptances or BA Equivalent Notes, the stated average of the annual rates that appears on the Reuters Screen CDOR page with respect to banks named in Schedule I to the Bank Act (Canada) as of 10:00 a.m. (Toronto time) on such day (or, if such day is not a Business Day, as of 10:00 a.m. on the next preceding Business Day) for bankers’ acceptances issued on that day for a term equal or comparable to the term of such Bankers’ Acceptances or BA Equivalent Notes, provided that, if such rate does not appear on the Reuters Screen CDOR page at such time on such day, CDOR for such day will be the discount rate as of 10:00 a.m. on such day at which the Administrative Agent is then offering to purchase bankers’ acceptances accepted by it having an aggregate face amount equal to the aggregate face amount of, and with a term equal or comparable to the term of, such Bankers’ Acceptances or BA Equivalent Notes.

“CERCLA” means the Comprehensive Environmental Response Compensation and Liability Act (42 U.S.C. § 9601 et seq.).

“CFC” means a controlled foreign corporation within the meaning of Section 957(a) of the Code and any entity that owns 65% or more of the stock of a CFC so long as such entity has no assets other than the stock of CFCs, obligations, indebtedness or receivables of or attributable to such CFCs and de minimis assets.

“Change in Law” means, in respect of any Lender, the occurrence, after the date of this Agreement, of any of the following: (a) the adoption or taking effect of any law, rule, regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the administration, interpretation or application thereof by any Governmental Authority having jurisdiction over such Lender, or (c) the making or issuance of any request, guideline or directive (whether or not having the force of law) by any Governmental Authority having jurisdiction over such Lender; provided that notwithstanding anything herein to the contrary, (x) the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Change in Law”, regardless of the date enacted, adopted or issued.

“Change of Control” means, with respect to any Person, an event or series of events by which:

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(a)                                 any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, but excluding any employee benefit plan of such person or its subsidiaries, and any person or entity acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan) becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934, except that a person or group shall be deemed to have “beneficial ownership” of all securities that such person or group has the right to acquire (such right, an “option right”), whether such right is exercisable immediately or only after the passage of time), directly or indirectly, of 35% or more of the equity securities of the Canadian Borrower entitled to vote for the election of the members of the board of directors or equivalent governing body of the Canadian Borrower on a fully-diluted basis (and taking into account all such securities that such person or group has the right to acquire pursuant to any option right); or

(b)                                 during any period of 12 consecutive months, a majority of the members of the board of directors or other equivalent governing body of such Person cease to be composed of individuals (i) who were members of that board or equivalent governing body on the first day of such period, (ii) whose election or nomination to that board or equivalent governing body was approved by individuals referred to in clause (i) above constituting at the time of such election or nomination at least a majority of that board or equivalent governing body or (iii) whose election or nomination to that board or other equivalent governing body was approved by individuals referred to in clauses (i) and (ii) above constituting at the time of such election or nomination at least a majority of that board or equivalent governing body (excluding, in the case of both clause (ii) and clause (iii), any individual whose initial nomination for, or assumption of office as, a member of that board or equivalent governing body occurs as a result of an actual or threatened solicitation of proxies or consents for the election or removal of one or more directors by any person or group other than a solicitation for the election of one or more directors by or on behalf of the board of directors); or

(c)                                  the Canadian Borrower shall cease to directly own 100% of the Capital Stock of APG, APT, CPILP GP or CPILP (other than any general partnership interests owned by CPILP GP).

“Closing Date” means November 4, 2011.

“Code” means the Internal Revenue Code of 1986.

“Collateral” means, collectively, the US Collateral and the Canadian Collateral.

“Collateral Agency and Intercreditor Agreement” means the Third Amended and Restated Collateral Agency and Intercreditor Agreement, dated as of the date hereof by and among the Administrative Agent, the Convertible Secured Trustee and the Collateral Agent and acknowledged by the Loan Parties (as the same may be amended, restated, supplemented or otherwise modified from time to time).

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“Collateral Agent” means Bank of Montreal, in its capacity as collateral agent under any of the Loan Documents, or any other successor collateral agent.

“Collateral Documents” means the Pledge Agreements, the Guaranties, the Mortgages, the Security Agreements, the Deposit and Disbursement Agreement, the Collateral Agency and Intercreditor Agreement and all other documents, instruments and agreements now or hereafter securing (or given with the intent to secure) any Obligations or evidencing or relating to any Cash Collateralization undertaken hereunder, together with any and all UCC financing statements, and other instruments, documents and agreements as may be executed and delivered in order to perfect, protect or enforce the Liens created thereby.

“Commercial Operations” means the achievement of term loan conversion under the terms of the applicable Project Finance Indebtedness of a Project Development Company.

“Commitment” means, as to each Lender, the sum of its Canadian Borrower Commitments and US Borrower Commitments, in an aggregate principal amount at any one time outstanding not to exceed the amount set forth opposite such Lender’s name on Schedule 2.01.

“Commitment Fee” means the fee payable pursuant to Section 2.08(a) herein.

“Compliance Certificate” means a certificate substantially in the form of Exhibit C.

“Consolidated EBITDA” means, for any Subject Period, for the Canadian Borrower and its Subsidiaries and Unrestricted Subsidiaries on a consolidated basis, an amount equal to Consolidated Net Income for such period plus (a) without duplication, the following to the extent deducted in calculating such Consolidated Net Income (and in each case, with respect to any Subsidiary or Unrestricted Subsidiary that is not a Wholly-Owned Subsidiary, in an amount reflecting the pro rata percentage of the Capital Stock owned by the Borrowers or their Subsidiaries in such Subsidiary or Unrestricted Subsidiary):

(i)                                     Consolidated Interest Expense for such period, amortization of deferred financing fees and original issue discount,

(ii)                                  provisions for taxes based on income, profits or capital gains of the Canadian Borrower and its Subsidiaries and Unrestricted Subsidiaries, including federal, state, local and foreign income taxes, franchise taxes and foreign withholding taxes paid or accrued by the Canadian Borrower and its Subsidiaries and Unrestricted Subsidiaries for such period, including penalties and interest related to such taxes or arising from any tax examinations,

(iii)                               depreciation and amortization expense,

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(iv)                              any net after-tax (A) extraordinary or (B) nonrecurring gains or losses or income or expenses (less all fees and expenses relating thereto) including, without limitation, any severance expenses, and fees, expenses or charges related to any offering of any equity interests of the Canadian Borrower, any Investment, any Acquisition or Indebtedness permitted to be incurred hereunder or refinancings thereof (in each case, whether or not successful), including any such fees, expenses or charges related to the Transactions,

(v)                                 any net loss from disposed, abandoned or discontinued operations, and assets for sale to the extent such loss is a non-cash loss,

(vi)                              all non-cash losses or expenses included or deducted in calculating net income (or loss) for such period, including, without limitation, any non-cash loss or expense associated with any employee incentive plans due to the application of FAS No. 106 regarding post-retirement benefits, FAS No. 133 regarding hedging activity, FAS No. 142 regarding impairment of goodwill, FAS No. 150 regarding accounting for financial instruments with debt and equity characteristics and non-cash expenses deducted as a result of any grant of equity interests to employees, officers or directors, but excluding any non-cash loss or expense (A) that is an accrual of a reserve for a cash expenditure or payment to be made, or anticipated to be made, in a future period or (B) relating to a write-down, write-off or reserve with respect to Accounts and Inventory (as such terms are defined in the UCC),

(vii)                           (x) reasonable and customary documented fees, expenses and other costs in connection with the Acquisition (CPILP) and (y) reasonable and customary documented fees, expenses and other costs related to any Acquisition permitted under the terms of this Agreement (whether or not successful) after the Closing Date,

minus (b) without duplication and to the extent increasing Consolidated Net Income, non-cash gains.

For the purposes of calculating Consolidated EBITDA for any period of four consecutive fiscal quarters (each, a “Reference Period”) pursuant to any determination of the Total Leverage Ratio, (i) if at any time during such Reference Period the Canadian Borrower or any of its Subsidiaries and Unrestricted Subsidiaries shall have made any Material Disposition, the Consolidated EBITDA for such Reference Period shall be reduced by an amount equal to the Consolidated EBITDA (if positive) attributable to the property that is the subject of such Material Disposition for such Reference Period or increased by an amount equal to the Consolidated EBITDA (if negative) attributable thereto for such Reference Period and (ii) if during such Reference Period the Canadian Borrower or any of its Subsidiaries and Unrestricted Subsidiaries shall have made a Material Acquisition, Consolidated EBITDA for such Reference Period shall be calculated after giving pro forma effect thereto as if such Material Acquisition occurred on the first day of such Reference Period.  As used in this definition, “Material Acquisition” means any Acquisition with an impact or effect on Consolidated EBITDA

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of at least 10% on a pro forma basis and “Material Disposition” means any Disposition in with an impact or effect on Consolidated EBITDA of at least 10% on a pro forma basis;

“Consolidated Interest Expense” means, for any period, for the Canadian Borrower and its Subsidiaries and Unrestricted Subsidiaries on a consolidated basis, the sum of (a) all interest, premium payments, debt discount, fees, charges, all commissions, discounts and other fees and charges (including, without limitation, with respect to letters of credit and bankers’ acceptance financing and net costs under Swap Contracts in respect of interest rates to the extent such net costs are allocable to such period in accordance with GAAP) of the Canadian Borrower and its Subsidiaries and Unrestricted Subsidiaries in connection with Borrowed Money, in each case to the extent paid in cash and treated as interest in accordance with GAAP and (b) the portion of rent expense of the Canadian Borrower and its Subsidiaries and Unrestricted Subsidiaries with respect to such period under capital leases that is paid in cash and treated as interest in accordance with GAAP;  provided that with respect to the calculation of the Interest Coverage Ratio, “Interest Expense” shall not include any interest payable on account of any intercompany Indebtedness.

“Consolidated Net Income” means, for any period, for the Canadian Borrower and its Subsidiaries and Unrestricted Subsidiaries on a consolidated basis in accordance with GAAP, the net income (or loss) of the Canadian Borrower and its Subsidiaries and Unrestricted Subsidiaries (excluding extraordinary gains and extraordinary losses) for that period; provided that to the extent Consolidated Net Income does not include net income from minority-owned interests or other equity interests to the Canadian Borrower and its Subsidiaries and Unrestricted Subsidiaries of the Borrowers, Consolidated Net Income shall be increased by the amount of dividends or distributions or other payments that are paid in cash or Cash Equivalents (or to the extent subsequently converted into cash or Cash Equivalents) to the Canadian Borrower and its Subsidiaries and Unrestricted Subsidiaries or allocated net income or distributions from minority owned interests or other equity interests to the Canadian Borrower and its Subsidiaries and Unrestricted Subsidiaries thereof in respect of such period; provided, however, that with respect to the sale on or after the Third Amendment Effective Date of any minority-owned interest or other equity interest in an entity that is not a Subsidiary or an Unrestricted Subsidiary, the proceeds of such sale, whether paid to a Borrower, a Subsidiary or an Unrestricted Subsidiary in cash, in Cash Equivalent Investments, in-kind or as a dividend, distribution or return on equity, shall not be included in the determination of Consolidated Net Income (except that, any dividend or distribution which, but for such sale, would have been paid to any Borrower or Subsidiary within the fiscal quarter in which or after which such sale occurred and which was reflected in the sale price for such minority-owned interest or other equity interest shall be included in the determination of Consolidated Net Income to the extent actually paid or distributed to a Borrower or a Subsidiary).

“Consolidated Total Net Debt” means, as of any date of determination, the aggregate principal amount of Indebtedness of the Canadian Borrower and its Subsidiaries and Unrestricted Subsidiaries that are consolidated entities of the Canadian Borrower in accordance with GAAP outstanding on such date, in an amount that would be reflected on a balance sheet prepared as of such date on a consolidated basis in

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accordance with GAAP (but excluding (x) the effects of any discounting of Indebtedness resulting from the application of purchase accounting in connection with the Transactions or any Permitted Acquisition and (y) the amount of any Non-Recourse Project Finance Indebtedness of any Subsidiary or Unrestricted Subsidiary that is not a Wholly-Owned Subsidiary that is in excess of the pro rata percentage of the Capital Stock owned by the Borrowers or their Subsidiaries in such Subsidiary or Unrestricted Subsidiary, in each case, to the extent such Indebtedness would be reflected on a balance sheet of the Borrowers prepared as of such date on a consolidated basis in accordance with GAAP (the excluded portion of such Non-Recourse Project Finance Indebtedness, “Excluded Non-Recourse Debt”)), consisting of Indebtedness for Borrowed Money, Attributable Indebtedness, and debt obligations evidenced by promissory notes or similar instruments, minus the aggregate amount of unrestricted cash and Cash Equivalents of the Canadian Borrower and its Subsidiaries and Unrestricted Subsidiaries that would be reflected on a balance sheet of the Canadian Borrower and its Subsidiaries and Unrestricted Subsidiaries as of such date (in each case free and clear of all Liens, other than nonconsensual Liens permitted by Section 7.01) to the extent such cash or Cash Equivalents is held in a deposit account or securities account in which the Canadian Borrower or its Subsidiaries and Unrestricted Subsidiaries have granted a first priority security interest to the Collateral Agent or Administrative Agent, as applicable, for the benefit of the Secured Parties pursuant to a Collateral Document; provided that (i) Consolidated Total Net Debt shall not include Indebtedness in respect of letters of credit, except to the extent of unreimbursed amounts thereunder; provided that any unreimbursed amount under letters of credit shall not be included as Consolidated Total Net Debt until 3 Business Days after such amount is drawn, (ii) obligations under Swap Contracts entered into for non-speculative purposes shall not constitute Consolidated Total Net Debt until such time as such obligations have become due and payable in accordance with the terms of such Swap Contract and such obligations have not been paid or otherwise satisfied on the earlier of (x) five Business Days after such amounts have become due and (y) beyond any grace period set forth in such Swap Contract after such amounts have become due (provided that following the expiration of such grace period solely the amounts outstanding will be included in the calculation of Consolidated Total Net Debt), and (iii) the aggregate principal amount of the Loans during any relevant period shall be calculated based on the outstanding amount of the Loans on the last day of such period.

“Contractual Obligation” means, as to any Person, any provision of any security issued by such Person or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its Property is bound.

“Control,” “Controlling” and “Controlled” have the meanings specified in the definition of “Affiliate.”

“Convertible Debentures” means collectively, the Convertible Debentures (2006), the Convertible Debentures (2009), the Convertible Debentures (2010) and any other convertible debentures issued under the Convertible Note Indentures or any supplement or amendment thereto.

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“Convertible Debentures (2006)” means the “Initial Debentures” (as defined in the Convertible Note Indenture (2006)) issued pursuant to the Convertible Note Indenture (2006).

“Convertible Debentures (2009)” means the “Initial Debentures” (as defined in the Convertible Note Indenture (2009)) issued pursuant to the Convertible Note Indenture (2009).

“Convertible Debentures (2010)” means the “Series B Debentures” (as defined in the Convertible Note Indenture (2009)) issued pursuant to the Convertible Note Indenture (2009).

“Convertible Note Indentures” means, collectively, the Convertible Note Indenture (2006), the Convertible Note Indenture (2006), and the Convertible Note Indenture (2010), each as amended, supplemented or modified from time to time.

“Convertible Note Indenture (2006)” means that certain Trust Indenture providing for the issue of Convertible Secured Debentures dated October 11, 2006 between the Canadian Borrower and Computershare Trust Company of Canada, in its capacity as trustee thereunder as supplemented by a First Supplemental Indenture to the Trust Indenture dated November 27, 2009 between the Canadian Borrower and Computershare Trust Company of Canada, in its capacity as trustee thereunder.

“Convertible Note Indenture (2009)” means that certain Trust Indenture providing for the issue of 6.25% Convertible Unsecured Subordinated Debentures dated December 17, 2009 between the Canadian Borrower and Computershare Trust Company of Canada, in its capacity as trustee thereunder as supplemented by a First Supplemental Indenture to the Trust Indenture providing for the issue of 5.60% Series B Convertible Unsecured Subordinated Debentures dated October 20, 2010 between the Canadian Borrower and Computershare Trust Company of Canada, in its capacity as trustee thereunder.

“Convertible Secured Trustee” means the “Debenture Trustee” as defined in the Convertible Note Indenture (2006).

“CP Entities” means all entities acquired by the Canadian Borrower pursuant to the Acquisition (CPILP).

“CPI Preferred Equity” means CPI Preferred Equity Ltd., a corporation incorporated under the Business Corporations Act (Alberta).

“CPI Preferred Stock” means (a) the Series I 4.85% Cumulative Redeemable Preferred Shares of CPI Preferred Equity issued on May 25, 2007 and guaranteed by CPILP in the aggregate amount outstanding on the Closing Date of Cdn$ 125,000,000 and (b) 7.0% Cumulative Rate Reset Preferred Shares of CPI Preferred Equity issued on November 2, 2009 and guaranteed by CPILP in the aggregate amount outstanding on the Closing Date of Cdn$ 100,000,000.

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“CPI US GP” means CPI Power (US) G.P., a Delaware general partnership.

“CPI US Note Purchase Agreement” means the Note Purchase and Parent Guaranty Agreement of CPI US GP (as successor in interest to EPCOR Power (US) G.P.) as issuer, CPILP (as successor in interest to EPCOR Power L.P.), as guarantor dated August 15, 2007 in connection with the issuance of the CPI US Notes.

“CPI US Notes” means (a) the unsecured 5.87% Senior Guaranteed Notes, Series A in an aggregate principal amount of $150,000,000 outstanding on the Closing Date and due August 15, 2017, and (b) the unsecured 5.97% Senior Guaranteed Notes, Series B in an aggregate principal amount of $75,000,000 outstanding on the Closing Date and due August 15, 2019.

“CPILP” means Capital Power Income L.P., a limited partnership established under the laws of the Province of Ontario, Canada.

“CPILP Debentures” means the unsecured 5.95% “Debentures” (as defined in the CPILP Indenture) in an aggregate principal amount of Cdn$210,000,000 outstanding on the Closing Date and due 2036.

“CPILP GP” means CPI Income Services Ltd., a corporation incorporated under the Canada Business Corporations Act.

“CPILP Indenture” means the Trust Indenture of CPILP (as successor in interest to EPCOR Power L.P.) as issuer and CIBC Mellon Trust Company as Trustee and dated June 15, 2006 in connection with the issuance of the CPILP Debentures, as the same is amended, supplemented or modified from time to time.

“CPILP Note Agreements” means, collectively, the CPILP Indenture, the CPI US Note Purchase Agreement and the ▇▇▇▇▇▇ ▇▇▇▇▇▇ Indenture.

“CPILP Note Documents ” means, collectively, the CPILP Note Agreements and all other guaranties, agreements, instruments, certificates and other documents executed and delivered pursuant to or in connection therewith, as the same may be supplemented, amended or otherwise modified from time to time to the extent not prohibited by the terms of this Agreement.

“CPILP Notes” means, collectively, the CPI US Notes, the CPILP Debentures and the ▇▇▇▇▇▇ ▇▇▇▇▇▇ Notes.

“CPILP Revolvers” means, collectively, (a) that certain Credit Agreement by and among CPILP and Bank of Montreal, dated as of September 22, 2006, as amended from time to time prior to the Closing Date, (b) that certain Credit Agreement by and among CPILP and Royal Bank of Canada, dated as of October 2, 2006, as amended from time to time prior to the Closing Date, (c) that certain Letter Agreement by and among CPILP and Royal Bank of Canada, dated as of October 2, 2006, as amended from time to time prior to the Closing Date, and (d) that certain Credit Agreement by and among CPILP

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and CPI (US) GP and The Toronto-Dominion Bank and Toronto-Dominion (Texas) LLC, dated as of June 14, 2007, as amended from time to time prior to the Closing Date.

“Credit Extension” means each of the following: (a) a Borrowing and (b) an L/C Credit Extension.

“Crown” means Her Majesty the Queen in right of Canada or any Province or Territory thereof.

“▇▇▇▇▇▇ ▇▇▇▇▇▇” means ▇▇▇▇▇▇ ▇▇▇▇▇▇, LLC a Delaware limited liability company.

“▇▇▇▇▇▇ ▇▇▇▇▇▇ Guaranty” means that certain Guaranty made by ▇▇▇▇▇▇ ▇▇▇▇▇▇ in favor of the Administrative Agent for the benefit of the Secured Parties, substantially in the form of Exhibit E-3.

“▇▇▇▇▇▇ ▇▇▇▇▇▇ Indenture” means the Trust Indenture of ▇▇▇▇▇▇ ▇▇▇▇▇▇ as issuer, CPILP (f/k/a Transcanada Power, L.P.), as guarantor and Deutsche Bank Trust Company Americas, as Trustee and dated June 28, 2004 in connection with the issuance of the ▇▇▇▇▇▇ ▇▇▇▇▇▇ Notes, as the same is amended, supplemented or modified from time to time.

“▇▇▇▇▇▇ ▇▇▇▇▇▇ Notes” means the unsecured 5.90% “Notes” (as defined in ▇▇▇▇▇▇ ▇▇▇▇▇▇ Indenture) in an aggregate outstanding principal amount of $190,000,000 outstanding on the Closing Date and due 2014.

“Debtor Relief Laws” means, as applicable, (a) the Bankruptcy Code, (b) the Bankruptcy and Insolvency Act (Canada), (c) the Companies’ Creditors Arrangement Act (Canada) and (d) all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief Laws of the United States, Canada or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally.

“Deemed Dividend Problem” means, with respect to any Foreign Subsidiary, or any Subsidiary that owns 65% or more of the stock of a CFC so long as such entity has no assets other than the stock of CFCs, obligations, indebtedness or receivables of or attributable to such CFCs and de minimis assets, any portion of such Subsidiary’s accumulated and undistributed earnings and profits being deemed to be repatriated to the US Borrowers or the applicable parent Domestic Subsidiary for U.S. federal income tax purposes.

“Default” means any event or condition that constitutes an Event of Default or that, with the giving of any notice, the passage of time, or both, would be an Event of Default.

“Default Rate” means an interest rate equal to (a) the US Base Rate with respect to US Dollar Loans, or the Cdn. Prime Rate with respect to Cdn. Dollar Loans, plus (b) the Applicable Rate, if any, applicable to the applicable type of Base Rate Loans plus (c) 2% per annum.

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“Defaulting Lender” means any Lender that (a) has failed to fund any portion of the Loans or participations in L/C Obligations required to be funded by it hereunder within 1 Business Day of the date required to be funded by it hereunder, (b) has otherwise failed to pay over to the Administrative Agent or any other Lender any other amount required to be paid by it hereunder within 1 Business Day of the date when due, unless the subject of a good faith dispute, or (c) has become the subject of an Insolvency Proceeding.

“Deposit and Disbursement Agreement” means the Third Amended and Restated Deposit and Disbursement Agreement dated as of the date hereof, by and among each of the Deposit Loan Parties, BMO ▇▇▇▇▇▇ Bank, N.A., in its capacity as depositary bank, Bank of Montreal in its capacity as Collateral Agent, Bank of Montreal in its capacity as Administrative Agent, and the Convertible Secured Trustee, and acknowledged by each of the Loan Parties, as the same is amended, restated, supplemented or modified from time to time.

“Deposit Loan Party” means the Canadian Borrower and each of the US Borrowers.

“Disposition” or “Dispose” means the sale, transfer, license, lease or other disposition (including any sale and leaseback transaction) of any Property by any Person.

“Disqualified Stock” means, with respect to any Person, any Capital Stock of such Person which, by its terms (or by the terms of any security into which it is convertible or for which it is redeemable or exchangeable), or upon the happening of any event: (a) matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise; or (b) is convertible or exchangeable for Indebtedness or other equity interests that would constitute Disqualified Stock; provided, however, that only the portion of Capital Stock which so matures or is mandatorily redeemable, is so convertible or exchangeable or is so redeemable at the option of the holder thereof prior to 90 days after the Maturity Date of the Loans shall be deemed to be Disqualified Stock; provided further, however, that if such Capital Stock is issued to any director, manager, officer, employee or to any plan for the benefit of such parties of the Canadian Borrower or its Subsidiaries or by any such plan to such parties, such Capital Stock shall not constitute Disqualified Stock solely because it may be required to be repurchased by the Canadian Borrower in order to satisfy applicable statutory or regulatory obligations or as a result of such parties’ termination, death or disability.

“Domestic Subsidiary” means a Subsidiary of the Borrowers incorporated or organized under the laws of the United States, any State thereof or the District of Columbia, other than a Subsidiary owned directly or indirectly by a Foreign Subsidiary.

“Draft” has the meaning specified in Section 2.06(a).

“Eligible Assignee” means (a) a Lender, (b) an Affiliate of a Lender, (c) an Approved Fund, (d) a commercial bank organized under the laws of the United States or Canada, or any state or province thereof, and having total assets in excess of

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$10,000,000,000, calculated in accordance with the accounting principles prescribed by the regulatory authority applicable to such bank in its jurisdiction of organization and approved by (i) the Administrative Agent and the L/C Issuers, and (ii) unless an Event of Default has occurred and is continuing, the Borrower Agent (each such approval not to be unreasonably withheld or delayed, including with respect to the Administrative Agent, the Administrative Agent’s reasonable determination of the creditworthiness of such Person and the ability of such Person to satisfy its obligations under this Agreement); provided that notwithstanding the foregoing, “Eligible Assignee” shall not include (x) the Borrowers or any of the Borrowers’ Affiliates or Subsidiaries, (y) any Person that cannot (either directly or through an Applicable Designee) lend in US Dollars and Cdn. Dollars or (z) a Foreign Lender, except, in the case of (y) or (z), as the Administrative Agent may otherwise approve.

“Enforcement Action” means any action to enforce any Obligations or Loan Documents or to realize upon any Collateral (whether by judicial action, self-help, exercise of setoff or recoupment, or otherwise).

“Environmental Agreement” means each agreement of the Loan Parties with respect to any Real Estate subject to a Mortgage, pursuant to which the Loan Parties agree to indemnify and hold harmless the Secured Parties from liability under any Environmental Laws.

“Environmental Laws” means any and all federal, state, provincial, local, and foreign statutes, laws, regulations, ordinances, rules, judgments, orders, decrees, permits, concessions, grants, franchises, licenses, agreements or governmental restrictions relating to pollution and the protection of the environment or the release of any materials into the environment, including those related to Hazardous Materials.

“Environmental Liability” means any liability, contingent or otherwise (including any liability for damages, costs of environmental remediation, fines, penalties or indemnities), of the Borrowers, any other Loan Party or any of their respective Subsidiaries resulting from or based upon (a) violation of any Environmental Law, (b) the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the release or threatened release of any Hazardous Materials into the environment or (e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.

“Environmental Release” means a release as defined in CERCLA or under any other applicable Environmental Law, including without limitation, any release or discharge of any Hazardous Materials including any discharge, spray, injection, inoculation, abandonment, deposit, spillage, leakage, seepage, pouring, emission, emptying, throwing, dumping, placing, exhausting, escape, ▇▇▇▇▇, migration, dispersal, dispensing or disposal.

“ERISA” means the Employee Retirement Income Security Act of 1974.

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“ERISA Affiliate” means any trade or business (whether or not incorporated) under common control with the Borrowers within the meaning of Section 414(b) or (c) of the Code (and Sections 414(m) and (o) of the Code for purposes of provisions relating to Section 412 of the Code).

“ERISA Event” means (a) a Reportable Event with respect to a Pension Plan, (b) a withdrawal by the Canadian Borrower or any ERISA Affiliate from a Pension Plan subject to Section 4063 of ERISA during a plan year in which it was a substantial employer (as defined in Section 4001(a)(2) of ERISA) or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA, (c) a complete or partial withdrawal by the Canadian Borrower or any ERISA Affiliate from a Multiemployer Plan or receipt by the Canadian Borrower or any ERISA Affiliate of notification that a Multiemployer Plan is in reorganization, (d) the filing of a notice of intent to terminate, the treatment of a Pension Plan amendment as a termination under Sections 4041 or 4041A of ERISA, or the commencement of proceedings by the PBGC to terminate a Pension Plan or, to the knowledge of the Canadian Borrower, Multiemployer Plan, or (e) an event or condition which constitutes grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan or, to the knowledge of the Canadian Borrower, Multiemployer Plan.

“Eurocurrency LIBOR Rate” has the meaning set forth in the definition of Eurocurrency Rate.

“Eurocurrency Rate” means for any Interest Period with respect to a Eurocurrency Rate Loan, a rate per annum determined by the Administrative Agent pursuant to the following formula:

Where,

“Eurocurrency LIBOR Rate” means, for such Interest Period, the rate per annum equal to the British Bankers Association LIBOR Rate (“BBA LIBOR”), as published by Reuters (or other commercially available source providing quotations of BBA LIBOR as designated by the Administrative Agent from time to time) at approximately 11:00 a.m., London time, 2 Business Days prior to the commencement of such Interest Period, for deposits in US Dollars (for delivery on the first day of such Interest Period) with a term equivalent to such Interest Period.  If such rate is not available at such time for any reason, then the “Eurocurrency LIBOR Rate” for such Interest Period shall be the rate per annum determined by the Administrative Agent to be the rate at which deposits in US Dollars for delivery on the first day of such Interest Period in Same Day Funds in the approximate amount of the Eurocurrency Rate Loan being made, continued or converted by Bank of Montreal and with a term equivalent to such Interest Period would be offered by Bank of Montreal’s London Branch (or other Bank of Montreal branch or Affiliate) to major banks in the London or other offshore interbank market for such currency at their

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request at approximately 11:00 a.m. (London time) 2 Business Days prior to the commencement of such Interest Period.

“Eurocurrency Reserve Percentage” means, for any day during any Interest Period, the reserve percentage (expressed as a decimal, carried out to five decimal places) in effect on such day, whether or not applicable to any Lender, under regulations issued from time to time by the FRB for determining the maximum reserve requirement (including any emergency, supplemental or other marginal reserve requirement) with respect to Eurocurrency funding (currently referred to as “Eurocurrency liabilities”).  The Eurocurrency Rate for each outstanding Eurocurrency Rate Loan shall be adjusted automatically as of the effective date of any change in the Eurocurrency Reserve Percentage.

“Eurocurrency Rate Loan” means a Loan that bears interest at a rate based on the Eurocurrency Rate with respect to US Dollar Deposits.

“Event of Default” has the meaning specified in Section 8.01.

“Excluded Non-Recourse Debt” has the meaning specified in the defined term “Consolidated Total Net Debt”.

“Excluded Taxes” means, with respect to the Administrative Agent, any Lender, any L/C Issuer or any other recipient of any payment to be made by or on account of any obligation of the Borrowers hereunder, (a) Taxes imposed on or measured by its overall net income (however denominated), franchise Taxes imposed on it, and branch profits Taxes imposed on it, in each case (i) by the jurisdiction (or any political subdivision thereof) under the laws of which such recipient is organized or in which its principal office is located or, in the case of any Lender, in which its applicable Lending Office is located, or (ii) that are Other Connection Taxes, (b) in the case of a Lender, any withholding Tax that is imposed on amounts payable to or for the account of such Lender (A) on the Closing Date with respect to the Lenders party hereto on the Closing Date, (B) on the date any Augmenting Lender becomes a Lender under this Agreement pursuant to Section 2.17, (C) on or following the date any Person that is not already a Lender becomes a Lender under this Agreement pursuant to Section 10.06(b), or (D) on or following the date that any Lender designates a new Lending Office, except to the extent that such Lender (or its assignor, if any) was entitled, at the time of designation of a new Lending Office (or assignment), to receive additional amounts from the Borrowers with respect to such withholding Tax pursuant to Section 3.01(a), (c) Canadian withholding Tax that is imposed on amounts payable to a Person with whom the payer does not deal at arm’s length or payable in respect of a debt or other obligation to pay an amount to such Person, (d) Taxes attributable to such recipient’s failure to comply with Section 3.01(e) and (e) any U.S. federal withholding Taxes imposed under FATCA.

“Existing Credit Agreement” means that certain Credit Agreement dated as of November 28, 2004, among Atlantic Power Holdings, Inc. (as successor in interest to Atlantic Power Holdings, LLC), Bank of Montreal, as agent, and a syndicate of lenders, as amended, supplemented or modified from time to time prior to the Closing Date.

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“Existing Letters of Credit” means the letters of credit issued (a) under the Existing Credit Agreement and (b) issued on behalf of CPILP and its Subsidiaries under the CPILP Revolvers prior to the Closing Date, in each case, as specified in Schedule 1.01(b).

“Extraordinary Expenses” means, collectively, all reasonable and necessary advances and out-of-pocket costs and expenses that the Administrative Agent may make or incur during an Event of Default, or during the pendency of an Insolvency Proceeding of a Loan Party, including those relating to (a) any audit, inspection, repossession, storage, repair, appraisal, insurance, manufacture, preparation or advertising for sale, sale, collection, or other preservation of or realization upon any Collateral; (b) any action, arbitration or other proceeding (whether instituted by or against the Administrative Agent, any Lender, any Loan Party, any representative of creditors of a Loan Party or any other Person) in any way relating to any Collateral (including the validity, perfection, priority or avoidability of the Administrative Agent’s Liens with respect to any Collateral), Loan Documents, Letters of Credit or Obligations, including any lender liability or other claims; (c) the exercise, protection or enforcement of any rights or remedies of the Administrative Agent in, or the monitoring of, any Insolvency Proceeding; (d) settlement or satisfaction of any taxes, charges or Liens with respect to any Collateral; (e) any Enforcement Action; and (f) negotiation and documentation of any modification, waiver, workout, restructuring or forbearance with respect to any Loan Documents or Obligations.  Such costs, expenses and advances include all documented transfer fees, Other Taxes, storage fees, insurance costs, permit fees, utility reservation and standby fees, reasonable legal fees, appraisal fees, brokers’ fees and commissions, auctioneers’ fees and commissions, accountants’ fees, environmental study fees, wages and salaries paid to employees of any Loan Party or independent contractors in liquidating any Collateral, and reasonable travel expenses.

“Fair Market Value” means, with respect to any asset or Property, the price which could be negotiated in an arm’s-length, free market transaction, for cash, between a willing seller and a willing and able buyer, neither of who is under undue pressure or compulsion to complete the transaction.

“FATCA” means Section 1471 through 1474 of the Code and any regulations or official interpretations thereof.

“Federal Funds Rate” means, for any day, the rate per annum equal to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers on such day, as published by the Federal Reserve Bank of New York on the Business Day next succeeding such day; provided that (a) if such day is not a Business Day, the Federal Funds Rate for such day shall be such rate on such transactions on the next preceding Business Day as so published on the next succeeding Business Day, and (b) if no such rate is so published on such next succeeding Business Day, the Federal Funds Rate for such day shall be the average rate (rounded upward, if necessary, to a whole multiple of 1/100 of 1%) charged to Bank of Montreal on such day on such transactions as determined by the Administrative Agent.

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“Fee Letter” means that certain letter agreement dated as of November 4, 2011, among the Borrowers, the Administrative Agent and the Arrangers.

“Foreign Lender” means, in respect of any Borrower, any Lender that is organized under the laws of, or otherwise resident for tax purposes in, a jurisdiction other than that in which such Borrower is resident for tax purposes.  For purposes of this definition, the United States, each State thereof and the District of Columbia shall be deemed to constitute a single jurisdiction, and Canada and each Province and Territory thereof shall be deemed to constitute a single jurisdiction.

“Foreign Plan” means any employee benefit pension plan or employee retirement plan maintained by any Loan Party or Subsidiary or Unrestricted Subsidiary that is not subject to the laws of the United States.

“Foreign Subsidiary” means any Subsidiary organized under the laws of a jurisdiction not located in the United States of America.

“FRB” means the Board of Governors of the Federal Reserve System of the United States.

“Fronting Exposure” means, at any time there is a Defaulting Lender, with respect to each L/C Issuer, such Defaulting Lender’s Pro Rata Share of the outstanding L/C Obligations in respect of Letters of Credit issued by such L/C Issuer other than L/C Obligations as to which such Defaulting Lender’s participation obligation has been reallocated to other Lenders or Cash Collateralized in accordance with the terms hereof.

“Full Payment” means with respect to any Obligations, (a) the full cash payment thereof (other than contingent indemnity and other obligations that are not yet due and owing), including any interest, fees and other charges accruing during an Insolvency Proceeding (whether or not allowed in the proceeding); and (b) if such Obligations are L/C Obligations, Bank Product Debt or Swap Obligations, in each case, to the extent that is not yet due and owing or inchoate or contingent in nature, Cash Collateralization thereof (or delivery of a standby letter of credit reasonably acceptable to the Administrative Agent or the applicable Lender in its reasonable discretion, in the amount of required Cash Collateral) to the extent requested or required by the terms of the Swap Contracts or agreements related to the Bank Product Debt.  No Loans shall be deemed to have been paid in full until all Commitments related to such Loans have expired or been terminated.

“Fund” means any Person (other than a natural person) that is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its business.

“GAAP” means either Cdn. GAAP or US GAAP, as the context may require.

“Governmental Authority” means any federal, state, provincial, municipal, foreign or other governmental department, agency, commission, board, bureau, court, tribunal, instrumentality, political subdivision, or other entity or officer exercising

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executive, legislative, judicial, taxing, regulatory or administrative powers or functions for or pertaining to any government or court, in each case whether associated with the United States, Canada, a state, province, district or territory thereof, or a foreign entity or government.

“Granting Lender” has the meaning set forth in Section 10.06(h).

“Guarantee” means, as to any Person, (a) any obligation, contingent or otherwise, of such Person guaranteeing or having the economic effect of guaranteeing any Indebtedness or other obligation payable or performable by another Person (the “primary obligor”) in any manner, whether directly or indirectly, and including any obligation of such Person, direct or indirect, (i) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation, (ii) to purchase or lease Property, securities or services for the purpose of assuring the obligee in respect of such Indebtedness or other obligation of the payment or performance of such Indebtedness or other obligation, (iii) to maintain working capital, equity capital or any other financial statement condition or liquidity or level of income or cash flow of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other obligation, or (iv) entered into for the purpose of assuring in any other manner the obligee in respect of such Indebtedness or other obligation of the payment or performance thereof or to protect such obligee against loss in respect thereof (in whole or in part), or (b) any Lien on any assets of such Person securing any Indebtedness or other obligation of any other Person, whether or not such Indebtedness or other obligation is assumed by such Person.  The amount of any Guarantee shall be deemed to be an amount equal to the stated or determinable amount of the related primary obligation, or portion thereof, in respect of which such Guarantee is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof as determined by the guaranteeing Person in good faith.  The term “Guarantee” as a verb has a corresponding meaning.

“Guarantors” means, collectively, (a) each Subsidiary of the Borrowers listed on Schedule 1.01(c) and (b) each other Subsidiary that is required to execute a Joinder Agreement pursuant to Section 6.13; provided that AP Onondaga, LLC shall be required to execute a Joinder Agreement to the Guaranty if its interests in Onondaga Renewables, LLC is not Disposed of on or prior to December 31, 2012.

“Guaranty” means the Canadian Guaranty, the US Guaranty, the ▇▇▇▇▇▇ ▇▇▇▇▇▇ Guaranty, and each other guaranty made by the Guarantors in favor of the Administrative Agent for the benefit of the Secured Parties each, as amended, restated, supplemented or otherwise modified and in effect from time to time.

“Hazardous Materials” means all explosive or radioactive substances or wastes and all hazardous or toxic substances, wastes or other pollutants, including petroleum or petroleum distillates, asbestos or asbestos-containing materials, polychlorinated biphenyls, radon gas, infectious or medical wastes and all other substances or wastes of any nature regulated pursuant to any Environmental Law.

“Increasing Lender” has the meaning set forth in Section 2.17.

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“Incur” means issue, assume, guarantee, incur or otherwise become liable for and “Incurred” or “Incurrence” will have a corresponding meaning; provided, however, that any Indebtedness or Capital Stock of a Person existing at the time such Person becomes a Subsidiary or an Unrestricted Subsidiary (whether by merger, consolidation, acquisition or otherwise) shall be deemed to be Incurred by such Person at the time it becomes a Subsidiary or an Unrestricted Subsidiary.

“Indebtedness” means, as to any Person at a particular time, without duplication, all of the following, whether or not included as indebtedness or liabilities in accordance with GAAP: (i) the principal of any indebtedness of such Person, whether or not contingent: (a) in respect of Borrowed Money, (b) evidenced by bonds, notes, debentures or similar instruments or outstanding letters of credit (after giving effect to any prior drawings or reductions which may have been reimbursed) or bankers’ acceptances (or, without duplication, reimbursement agreements in respect thereof), (c) representing the deferred and unpaid purchase price of any Property or services which purchase price is due more than six months after the date of placing the Property in service or taking delivery and title thereto, except (1) any such balance that constitutes a trade payable or similar obligation to a trade creditor Incurred in the Ordinary Course of Business, (2) any earn-out obligation until such obligation becomes a liability on the balance sheet of such Person in accordance with GAAP and (3) liabilities accrued in the Ordinary Course of Business), or (d) all Attributable Indebtedness; (ii) to the extent not otherwise included, any obligation of such Person to be liable for, or to pay, as obligor, guarantor or otherwise, on the Indebtedness of another Person (other than by endorsement of negotiable instruments for collection in the Ordinary Course of Business); and (iii) to the extent not otherwise included, Indebtedness of another Person secured by a Lien on any asset owned by such Person (whether or not such Indebtedness is assumed by such Person); provided, however, that the amount of such Indebtedness will be the lesser of (x) the Fair Market Value of such asset at such date of determination and (y) the amount of such Indebtedness of such other Person; provided, further, that any obligation of a Borrower or any Subsidiary in respect of account credits or participants under any employee, director or officer compensation plan of the Canadian Borrower or Subsidiary, will be deemed not to constitute Indebtedness.

For all purposes hereof, the Indebtedness of any Person shall (i) include the Indebtedness of any partnership or joint venture (other than a joint venture that is itself a corporation or limited liability company) in which such Person is a general partner or a joint venturer, unless such Indebtedness is expressly made non-recourse to such Person and (ii) in the case of the Borrowers and their Subsidiaries, exclude all intercompany Indebtedness having a term not exceeding 364 days and made in the Ordinary Course of Business.  The amount of any net obligation under any Swap Contract on any date shall be deemed to be the Swap Termination Value thereof as of such date.  The amount of any Capitalized Lease Obligation or Synthetic Lease Obligation as of any date shall be deemed to be the amount of Attributable Indebtedness in respect thereof as of such date.

“Indemnified Taxes” means (a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation of the Borrowers

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under any Loan Document and (b) to the extent not otherwise described in (a), Other Taxes.

“Indemnitee” has the meaning set forth in Section 10.04(b).

“Insolvency Act (Canada)” means the Bankruptcy and Insolvency Act (R.S.C., 1985, c. B-3).

“Insolvency Proceeding” means any case or proceeding commenced by or against a Person under any state, federal or foreign law for, or any agreement of such Person to, (a) the entry of an order for relief under the Bankruptcy Code or the Insolvency Act (Canada), or any other insolvency, debtor relief or debt adjustment law; (b) the appointment of a receiver, trustee, liquidator, administrator, conservator or other custodian for such Person or any part of its Property; or (c) an assignment or trust mortgage for the benefit of creditors.

“Intellectual Property” means all intellectual and similar Property of a Person, including inventions, designs, patents, copyrights, trademarks, service marks, trade names, trade secrets, confidential or proprietary information, customer lists, know-how, software and databases; all embodiments or fixations thereof and all related documentation, applications, registrations and franchises; all licenses or other rights to use any of the foregoing; and all books and records relating to the foregoing.

“Intercompany Loan Subordination Agreement” means the Intercompany Loan Subordination Agreement, in form and substance reasonably satisfactory to the Administrative Agent, from each holder of any intercompany note permitted pursuant to Section 7.03(k) that subordinates the rights and interests of such holder to the Obligations, in each case, as the same may be amended, restated, supplemented, modified or joined from time to time.

“Interest Coverage Ratio” means, as of any date of determination, the ratio of (a) Consolidated EBITDA of the Canadian Borrower for the four fiscal quarters ending on such date of determination to (b) the Consolidated Interest Expense of the Canadian Borrower for the four fiscal quarters ending on such date of determination.

“Interest Payment Date” means, (a) as to any Loan other than a Base Rate Loan or a Bankers’ Acceptance (or BA Equivalent Note), the last day of each Interest Period applicable to such Loan and the Maturity Date; provided, however, that if any Interest Period for a Eurocurrency Rate Loan exceeds three months, the respective dates that fall every three months after the beginning of such Interest Period shall also be Interest Payment Dates (or, if such day is not a Business Day, the next succeeding Business Day); (b) as to any Base Rate Loan, the last Business Day of each of March, June, September and December and the Maturity Date; and (c) as to a Bankers’ Acceptance or BA Equivalent Note, the date of payment of the BA Stamping Fee pursuant to the terms of Section 2.06(f).

“Interest Period” means,

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(a)                                 as to each Eurocurrency Rate Loan, the period commencing on the date such Eurocurrency Rate Loan is disbursed or converted to or continued as a Eurocurrency Rate Loan and ending on the date one, two, three or six months thereafter, as selected by the Borrowers in a Loan Notice; and

(b)                                 with respect to each Bankers’ Acceptance (or BA Equivalent Note),  the period commencing on the date such Banker Acceptance is disbursed or converted to or continued as a Bankers’ Acceptance (or BA Equivalent Notes) and ending on the date one, two, three or six months thereafter;

provided, that in each case:

(i)                                     any Interest Period that would otherwise end on a day that is not a Business Day shall be extended to the next succeeding Business Day unless such Business Day falls in another calendar month, in which case such Interest Period shall end on the next preceding Business Day;

(ii)                                  any Interest Period that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of the calendar month at the end of such Interest Period; and

(iii)                               no Interest Period shall extend beyond the Maturity Date.

“Investment” means, as to any Person, any direct or indirect acquisition or investment by such Person, whether by means of (a) the purchase or other acquisition of Capital Stock or other securities of another Person, (b) a loan, advance or capital contribution to, Guarantee or assumption of debt of, or purchase or other acquisition of any other debt or equity participation or interest in, another Person, including any partnership or joint venture interest in such other Person, or (c) the purchase or other acquisition (in one transaction or a series of transactions) of assets of another Person that constitute a business unit.  For purposes of covenant compliance, the amount of any Investment shall be the amount actually invested, without adjustment for subsequent increases or decreases in the value of such Investment.

“IRS” means the United States Internal Revenue Service.

“ISP” means, with respect to any Letter of Credit, the “International Standby Practices 1998” published by the Institute of International Banking Law & Practice (or such later version thereof as may be in effect at the time of issuance of such Letter of Credit).

“Issuer Documents” means with respect to any Letter of Credit, the Letter of Credit Application, and any other document, agreement and instrument entered into by any L/C Issuer and any Borrower (or any Subsidiary) or in favor of such L/C Issuer and relating to any such Letter of Credit.

“Joinder Agreement” means an agreement in substantially the form of Exhibit F.

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“Judgment Currency” has the meaning set forth in Section 10.25.

“L/C Advance” means, with respect to each Lender, such Lender’s funding of its participation in any L/C Borrowing in accordance with its Pro Rata Share.

“L/C Borrowing” means an extension of credit resulting from a drawing under any Letter of Credit which has not been reimbursed on the date when made or refinanced as a Borrowing.

“L/C Credit Extension” means, with respect to any Letter of Credit, the issuance thereof or extension of the expiry date thereof, or the renewal or increase of the amount thereof.

“L/C Issuer” means each of Bank of Montreal, The Toronto-Dominion Bank, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Bank, N.A. (or their respective Applicable Designees) or any other Lender (so long as such Lender expressly agrees to perform in accordance with their terms all of the obligations that by the terms of this Credit Agreement are required to be performed by it as an L/C Issuer) approved by each of the Administrative Agent and the Borrower Agent.

“L/C Issuer Limit” means, with respect to each L/C Issuer, the maximum amount of L/C Obligations related to Letters of Credit issued by such L/C Issuer as set forth in the Register maintained by the Administrative Agent.  On the Closing Date, the respective L/C Issuer Limits of Bank of Montreal, The Toronto-Dominion Bank, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Bank, N.A. (or their respective Applicable Designee) shall be $75,000,000 for Bank of Montreal, $75,000,000 for The Toronto-Dominion Bank, and $50,000,000 for ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Bank, N.A. (unless any such L/C Issuer in its sole discretion agrees with the Borrowers to a greater amount from time to time; provided that (x) the aggregate of all such L/C Issuer Limits does not exceed $250,000,000, and (y) that Borrowers shall be required to increase the Aggregate Commitments under Section 2.17 on a dollar for dollar basis with respect to any increase in an L/C Issuer’s L/C Issuer Limit that causes the aggregate Letter of Credit Sublimit to increase over $215,000,000.

“L/C Obligations” means, as at any date of determination, the aggregate amount available to be drawn under all outstanding Letters of Credit plus the aggregate of all US Unreimbursed Amounts and Canadian Unreimbursed Amounts, including all L/C Borrowings.  For purposes of computing the amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.07.  For all purposes of this Agreement, if on any date of determination a Letter of Credit has expired by its terms but any amount may still be drawn thereunder by reason of the operation of Rule 3.14 of the ISP, such Letter of Credit shall be deemed to be “outstanding” in the amount so remaining available to be drawn.

“L/C Rate” means (a) in respect of any day on which the Default Rate is in effect pursuant to Section 2.07(b), the Applicable Rate in respect of Letters of Credit plus 2% per annum, and (b) in respect of any other day, the Applicable Rate in respect of Letters of Credit.

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“Laws” means, collectively, all international, foreign, Federal, state, provincial, and local statutes, treaties, rules, guidelines, regulations, ordinances, codes and administrative or judicial precedents or authorities, including the interpretation or administration thereof by any Governmental Authority charged with the enforcement, interpretation or administration thereof, and all applicable administrative orders, directed duties, requests, licenses, authorizations and permits of, and agreements with, any Governmental Authority, in each case whether or not having the force of law.

“Lender” has (a) the meaning specified in the introductory paragraph hereto and, as the context requires, includes the L/C Issuers, (b) any other Person that shall have become party hereto pursuant to an Assignment and Assumption, other than any such Person that ceases to be a party hereto pursuant to an Assignment and Assumption and (c) any Increasing Lender or Augmenting Lender pursuant to Section 2.17.  Furthermore, with respect to (i) each provision of this Agreement relating to the funding or participation in any Cdn. Dollar Loans or Cdn. Dollar Letters of Credit or the repayment or the reimbursement thereof by the Borrowers in connection therewith, (ii) any rights of set-off, (iii) any rights of indemnification or expense reimbursement and (iv) reserves, capital adequacy or other provisions, each reference to a Lender shall be deemed to include such Lender’s Applicable Designee.  Notwithstanding the designation by any Lender of an Applicable Designee, the Borrowers and the Administrative Agent shall be permitted to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement; provided that each Applicable Designee shall be subject to the provisions obligating or restricting Lenders under this Agreement.

“Lending Office” means, as to any Lender, the office or offices of such Lender described as such in such Lender’s Administrative Questionnaire, or such other office or offices as a Lender may from time to time notify the Borrowers and the Administrative Agent.

“Letter of Credit” means any US Dollar Letter of Credit or Cdn. Dollar Letter of Credit, as applicable, in each case, in the form from time to time in use by the respective L/C Issuers.

“Letter of Credit Application” means an application and agreement for the issuance or amendment of a Letter of Credit in the form from time to time in use by the respective L/C Issuers.

“Letter of Credit Expiration Date” means the day that is 7 days prior to the Maturity Date then in effect (or, if such day is not a Business Day, the next preceding Business Day).

“Letter of Credit Sublimit” means $200,000,000, as the same may be reduced from time to time pursuant to the terms of Section 2.05 or as the same may be increased in the sole discretion of one or more of the L/C Issuers in an amount not to exceed $250,000,000 in the aggregate; provided that the Borrowers shall be required to increase the Aggregate Commitments under Section 2.17 on a dollar for dollar basis with respect

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to any increase to the Letter of Credit Sublimit over $200,000,000.  The Letter of Credit Sublimit is part of, and not in addition to, the Aggregate Commitment.

“Lien” means any mortgage, pledge, hypothecation, assignment (excluding any assignment constituting a sale), deposit arrangement, encumbrance, lien (statutory or other), charge, or preference, priority or other security interest or preferential arrangement in the nature of a security interest of any kind or nature whatsoever (including any conditional sale or other title retention agreement, and any financing lease having substantially the same economic effect as any of the foregoing), and any contingent or other agreement to provide any of the foregoing.

“Loan” means each loan and any advances made pursuant to Article II (including Section 2.17).

“Loan Account” means the loan account established by each Lender on its books pursuant to Section 2.10(c).

“Loan Documents” means this Agreement, the Other Agreements, the Guaranties, the Collateral Documents, the Fee Letter, and any certificate, executed by or on behalf of any Loan Party hereunder.

“Loan Notice” means a Notice of Borrowing and a Notice of Conversion/Continuation.

“Loan Parties” means, collectively, the Borrowers, each Guarantor, each Pledgor, and each other Subsidiary that Guarantees the Obligations or grants a Lien or security interest in its Property in favor of the Collateral Agent or the Administrative Agent for the benefit of the Secured Parties pursuant to the terms of this Agreement.

“Material Adverse Effect” means (a) a material adverse change in, or a material adverse effect upon, the operations, business, properties, financial condition, or assets of the Borrowers and its consolidated Subsidiaries taken as a whole; (b) a material impairment of the ability of any Loan Party to pay any Obligation when due or otherwise to perform its material obligations under this Agreement, any Guaranty, any Collateral Document or any Note, in each case, to which it is a party; or (c) a material adverse effect upon the legality, validity, binding effect or enforceability of this Agreement, or the Guaranties, the other Collateral Documents and the Notes taken as a whole, in each case, against any Loan Party a party thereto.

“Maturity Date” means November 4, 2015.

“Moody’s” means ▇▇▇▇▇’▇ Investors Service, Inc., or any successor or assignee of the business of such company in the business of rating securities.

“Mortgage” means each mortgage, deed of trust or deed to secure debt pursuant to which a Loan Party grants to the Administrative Agent, for the benefit of Secured Parties, Liens upon the Real Estate owned by such Loan Party, as security for the Obligations, as amended, restated, supplemented or otherwise modified and in effect from time to time.

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“Multiemployer Plan” means any employee benefit plan of the type described in Section 4001(a)(3) of ERISA and subject to Title IV of ERISA, to which either US Borrower or any ERISA Affiliate makes or is obligated to make contributions, or during the preceding five plan years, has made or been obligated to make contributions.

“Net Proceeds” means with respect to a Disposition, proceeds (including, when received, any deferred or escrowed payments) received by a Borrower or a Loan Party, or any Subsidiary or Unrestricted Subsidiary thereof, in cash from such disposition, net of (a) reasonable and customary costs and expenses actually incurred in connection therewith, including legal fees and sales commissions; (b) amounts applied to repayment of principal amount, premium or penalty, if any, interest and other amounts on any Indebtedness secured by the asset sold in such Disposition and which is required to be repaid with such proceeds (other than any such Indebtedness assumed by the purchaser of such asset); (c) transfer or similar taxes and the Canadian Borrower’s commercially reasonable good faith estimate of income taxes paid or payable in connection with such Disposition; and (d) reserves for indemnities or purchase price adjustment associated with such Disposition, until such reserves are no longer needed.

“Non BA Lender” means any Lender that is not a BA Lender.

“Non-Loan Party Subsidiary” means each Subsidiary of the Canadian Borrower (a) that as of the Closing Date (and after giving effect to the consummation of the Acquisition (CPILP)) is not a Loan Party and (b) that after the Closing Date is acquired or formed and is not required to Guarantee the Obligations or ▇▇▇▇▇ ▇ ▇▇▇▇ on its Property pursuant to a Collateral Document in accordance with the terms of this Agreement.

“Non-Recourse Project Finance Indebtedness” means Project Finance Indebtedness that is recourse solely to the assets of the applicable Subsidiary or Unrestricted Subsidiary, and is not recourse to any Borrower or any other Subsidiary, including without limitation any Guarantee of such Project Finance Indebtedness by a Borrower or such other Subsidiary; provided, however, that if a Project or a Subsidiary that is a direct owner of a Project pledges the Capital Stock of such Project or provides a limited recourse Guarantee that is limited solely to the Capital Stock pledged, or both, under such Project Finance Indebtedness, such pledge and such limited recourse Guarantee shall not cause such Project Finance Indebtedness to fail to meet this definition.

“Note” means a promissory note made by the US Borrowers and the Canadian Borrower in favor of a Lender evidencing Loans made by such Lender, substantially in the forms of Exhibit B.

“Notice of Borrowing” means a notice of a Borrowing pursuant to Section 2.02(a)(i), which, if in writing, shall be substantially in the form of Exhibit A-1.

“Notice of Conversion/Continuation” means a notice of (a) a conversion of Loans from one Type to the other, or (b) a continuation of Eurocurrency Rate Loans or Bankers’

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Acceptances, pursuant to Section 2.02(a)(ii), which, if in writing, shall be substantially in the form of Exhibit A-2.

“Obligations” means all advances to, and debts, liabilities, obligations, covenants and duties of, any Loan Party arising under any Loan Document or otherwise with respect to any Loan, Letter of Credit, Bank Product Debt, or any Swap Obligations in connection with a Swap Contract between any of the Borrowers or another Loan Party and a Lender pursuant to and in accordance with the terms of Section 7.03(e) (including any such Swap Obligations owing to one or more Lenders or their Affiliates), in each case, whether direct or indirect (including those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter arising (including Extraordinary Expenses) and interest and fees that accrue after the commencement by or against any Loan Party or any Affiliate thereof of any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding, regardless of whether such interest and fees are allowed claims in such proceeding.

“Officers’ Certificate” means a certificate signed on behalf of any of the Borrowers or the other Loan Parties, as applicable, by a Responsible Officer of such Borrower or such other Loan Party.

“Ordinary Course of Business” means the ordinary course of business of any Borrower or Subsidiary or Unrestricted Subsidiary and undertaken in good faith.

“Organization Documents” means, (a) with respect to any corporation, the certificate or articles of incorporation and the bylaws (or equivalent or comparable constitutive documents with respect to any non-U.S. jurisdiction); (b) with respect to any limited liability company, the certificate or articles of formation or organization and operating agreement; and (c) with respect to any partnership, joint venture, trust or other form of business entity, the partnership, joint venture or other applicable agreement of formation or organization and any agreement, instrument, filing or notice with respect thereto filed in connection with its formation or organization with the applicable Governmental Authority in the jurisdiction of its formation or organization and, if applicable, any certificate or articles of formation or organization of such entity.

“Other Agreement” means each Note; Issuer Document; Environmental Agreement; or other instrument or agreement (other than this Agreement or a Collateral Document) now or hereafter delivered by a Loan Party or other Person to the Administrative Agent or a Lender in connection with any transactions relating hereto.

“Other Connection Taxes” means, with respect to the Administrative Agent, each Lender and each L/C Issuer, Taxes imposed as a result of a present or former connection between the Administrative Agent, each Lender and each L/C Issuer, as the case may be, and the jurisdiction imposing such Tax (other than connections arising from such Recipient having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced any Loan Document, or sold or assigned an interest in any Loan or Loan Document).

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“Other Taxes” means all present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies arising from any payment made hereunder or under any other Loan Document or from the execution, delivery or enforcement of, or otherwise with respect to, this Agreement or any other Loan Document, except any such Taxes that are Other Connection Taxes imposed with respect to an assignment (other than an assignment made pursuant to a request by the Borrowers under Section 10.14).

“Outstanding Amount” means (a) with respect to Loans on any date, the aggregate outstanding principal amount thereof after giving effect to any borrowings and prepayments or repayments of Loans, as the case may be, occurring on such date; and (b) with respect to any L/C Obligations on any date, the amount of such L/C Obligations on such date after giving effect to any L/C Credit Extension occurring on such date and any other changes in the aggregate amount of the L/C Obligations as of such date, including as a result of any reimbursements of outstanding unpaid drawings under any Letters of Credit or any reductions in the maximum amount available for drawing under Letters of Credit taking effect on such date.

“Overadvance” means any time the Total Outstandings exceed 103% of the Aggregate Commitment, for more than five consecutive Business Days.

“Participant” has the meaning specified in Section 10.06(d).

“Participant Register” has the meaning specified in Section 10.06(d).

“PBGC” means the Pension Benefit Guaranty Corporation.

“Pension Plan” means any “employee pension benefit plan” (as such term is defined in Section 3(2) of ERISA), other than a Multiemployer Plan, that is subject to Title IV of ERISA and is sponsored or maintained by either US Borrower or any ERISA Affiliate or to which such US Borrower or any ERISA Affiliate contributes or has an obligation to contribute, or in the case of a multiple employer or other plan described in Section 4064(a) of ERISA, has made contributions at any time during the immediately preceding five plan years, but excluding any Foreign Plans.

“Permitted Acquisitions” means the purchase or other acquisition of Property and assets or businesses of any Person (including Investments in Project Development Companies) constituting a business unit, a line of business or division of such Person, or equity interests in a Person that, upon the consummation thereof, will be a Subsidiary, or subject to the terms of this Agreement, an Unrestricted Subsidiary of the Borrowers (including as a result of a merger or consolidation); provided that, with respect to each such purchase or other acquisition:

(a)                                 immediately before and immediately after giving pro forma effect to any such purchase or other acquisition, no Default or Event of Default shall have occurred and be continuing (other than, except in the case of an Event of Default under Section 8.01(a), in respect of any Permitted Acquisition made

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pursuant to a legally binding commitment entered into at a time when no Default exists);

(b)                                 a majority of all Property, assets and businesses acquired in such purchase or other acquisition shall be located in the United States or Canada, or if such acquisition is of a Person, such Person is located in and organized under the Laws of any political subdivision of the United States or Canada;

(c)                                  the acquired Property, assets, business or Person is in a Similar Business as the Canadian Borrower and its Subsidiaries, taken as a whole (or a business that is reasonably related or ancillary thereto);

(d)                                 the board of directors (or similar governing body) of the Person to be so purchased or acquired shall not have indicated publicly its opposition to the consummation of such purchase or acquisition (which opposition has not been publicly withdrawn);

(e)                                  all of the Property and other assets acquired in connection with such acquisition, including all Capital Stock, shall constitute Collateral, and such Collateral shall be made subject to Collateral Documents granting an Acceptable Security Interest in favor of the Administrative Agent for the benefit of the Secured Parties in such Collateral in accordance with and to the extent required by the terms of Section 6.13 unless (i) any long term Indebtedness that is permitted to be Incurred or assumed under Section 7.03(h) covering such assets or Property prohibits the inclusion of such assets or Property as Collateral and prohibits the grant of a Lien in favor of the Administrative Agent for the benefit of the Secured Parties on such Collateral, or (ii) such newly created or acquired Subsidiary that owns such assets or Property is designated as an Unrestricted Subsidiary pursuant to the terms of Section 6.14;

(f)                                   any such newly created or acquired Subsidiary shall be a Guarantor and shall deliver a Guaranty in accordance with and to the extent required by Section 6.13, within the times specified therein unless such newly created or acquired Subsidiary that owns such assets or Property is designated as an Unrestricted Subsidiary pursuant to the terms of Section 6.14;

(g)                                  the majority of the cash flow generated by the assets acquired in connection with such acquisition or of the acquired Subsidiary shall be contracted on terms and conditions that in the good faith judgment of the Canadian Borrower would support non-recourse third party project financing or, with respect to acquisitions of Capital Stock of Project Development Companies that do not satisfy the foregoing cash flow requirements, the aggregate of all such Investments does not exceed $50,000,000 (excluding Project Development Companies that initially do not meet the contracted cash flow requirement but thereafter do satisfy such requirement) at any one time;

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(h)                                 the Borrowers shall be in pro forma compliance with, the Total Leverage Ratio for the previous four quarter period for which financial statements are available of no more than the Applicable Permitted Acquisition Incurrence Ratio after giving effect to such acquisition (including the assumption or Incurrence of any Indebtedness in connection therewith); and

(i)                                     promptly upon the consummation of the Permitted Acquisition, the Borrower Agent shall provide an Officers’ Certificate to the Administrative Agent confirming that the Acquisition complied with the terms set forth in this definition of Permitted Acquisition and (i) attaching pro forma financial statements demonstrating compliance with, the Total Leverage Ratio for the previous four quarter period for which financial statements have been delivered of no more than the Applicable Permitted Acquisition Incurrence Ratio on a pro forma basis after giving effect to such acquisition (including the assumption or Incurrence of any Indebtedness in connection therewith), and (ii) certifying that such pro forma financial statements present fairly in all material respects the financial condition of the Canadian Borrower and its Subsidiaries and Unrestricted Subsidiaries on a consolidated basis (including the assumption or Incurrence of any Indebtedness in connection therewith) and setting forth reasonably detailed calculations demonstrating compliance with the Total Leverage Ratio for the previous four quarter period for which financial statements have been delivered of no more than the Applicable Permitted Acquisition Incurrence Ratio on a pro forma  basis.

“Permitted Cash Collateralized Letters of Credit” means letters of credit issued for the Borrowers by any Person that is not a Lender or Affiliate of a Lender and that are supported only by cash collateral posted with such Person; provided that, (i) at the time any such letters of credit are issued, the L/C Obligations exceed, or following the issuance of each such proposed letter of credit, will exceed, 90% of the then applicable L/C Sublimit, (ii) prior to issuing any such letters of credit, the Canadian Borrower has provided the Administrative Agent with written notice that (x) it has requested each of the L/C Issuers to either increase its applicable L/C Issuer Limit or provide a separate cash collateralized letter if credit facility, and that it has requested that any Lender that is not an L/C Issuer, become an L/C Issuer or provide a separate cash collateralized letter of credit facility, and each such L/C Issuer or Lender has denied such request or (y) the applicable contract counterparty does not or will not accept a Letter of Credit issued by any of the L/C Issuers or Lenders, (iii) the aggregate face amount of all such letters of credit does not exceed $50,000,000 at any one time outstanding, (iv) such letters of credit are not supported by any Property of the Canadian Borrower or its Subsidiaries or Unrestricted Subsidiaries other than cash collateral posted in favor of such issuer of letters of credit in an amount not to exceed the amount that would customarily be required under the then applicable market conditions for the issuance of such letters of credit, (v) no Default or Event of Default has occurred and is continuing at the time of the issuance of any such letter of credit or would result from the issuance of such letter of credit, and (vi) no Loan proceeds are used in connection with posting any such cash collateral to support such letters of credit.

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“Permitted Corporate Indebtedness” means Indebtedness of the Borrowers or the Loan Parties that is incurred under Section 7.03(s) with a stated maturity date that is after the Maturity Date at the time of issuance.

“Permitted Intercompany Notes” means (a) that certain $400,000,000 13% Unsecured Subordinated Note of APH payable to APG and dated as of November 27, 2009, (b) that certain $400,000,000 13% Unsecured Subordinated Note of APG payable to the Canadian Borrower, dated as of July 1, 2010, and (c) each other subordinated intercompany note from a Loan Party to a Borrower or from a Loan Party to another Loan Party, in each case, subject to the terms of Section 7.03(k), which shall be subordinated in right of payment to the Obligations pursuant to the Intercompany Loan Subordination Agreement.

“Permitted Investments” has the meaning specified in Section 7.02.

“Permitted Liens” has the meaning specified in Section 7.01.

“Person” means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity.

“Platform” has the meaning specified in Section 6.02.

“Pledge Agreements” means collectively, (a) the Amended and Restated Pledge Agreement, substantially in the form of Exhibit G-1, among the Borrowers, the Subsidiaries party thereto and the Collateral Agent for the benefit of the Secured Parties, (b) the Pledge Agreement, substantially in the form of Exhibit G-2, among the Borrowers, the Subsidiaries party thereto and the Administrative Agent for the benefit of the Secured Parties, and (c) the Canadian Pledge Agreement, substantially in the form of Exhibit G-3, among the Canadian Borrower, the Subsidiaries party thereto and the Administrative Agent for the benefit of the Secured Parties in each case, as the same is amended, restated, supplemented, modified or joined from time to time.

“Pledgees” means each of the US Borrowers, each of the other Loan Parties and each other Subsidiary of the Borrowers identified on Schedule 1.01(d) and each other Subsidiary acquired after the Closing Date that is not designated as an Unrestricted Subsidiary pursuant to Section 6.14 and is not otherwise prohibited from having its Capital Stock and other equity interests pledged pursuant to the terms of long term Indebtedness permitted under Section 7.03(h), the Capital Stock and other equity interests of whom are required to be pledged pursuant to the Pledge Agreements.

“Pledgors” means each of the Borrowers, each of the other Loan Parties and each other Subsidiary of the Borrowers identified on Schedule 1.01(d) and each other Subsidiary acquired after the Closing Date that is not designated as an Unrestricted Subsidiary pursuant to Section 6.14 and is not otherwise prohibited from pledging its Capital Stock and other equity interests pursuant to the terms of long term Indebtedness permitted under Section 7.03(h), required to grant a pledge of security interest in the Capital Stock and other equity interests of its Subsidiaries pursuant to the Pledge Agreements.

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“Preferred Stock” means any Equity Interest with preferential right of payment of dividends or upon liquidation, dissolution, or winding up, including, without limitation, the CPI Preferred Stock.  The principal amount of any Preferred Stock shall be (i) the maximum liquidation value of such Preferred Stock or (ii) the maximum mandatory redemption or mandatory repurchase price with respect to such Preferred Stock, whichever is greater.

“pro forma” means, in connection with any calculation giving effect on a pro forma basis in connection with (a) a Disposition, as if such Disposition had occurred on the first day of the relevant fiscal quarter being tested, (b) the incurrence of any Indebtedness after the first day of the relevant fiscal quarter being tested, as if such Indebtedness had been incurred (and the proceeds thereof applied) on the first day of such fiscal quarter, (c) the permanent repayment of any Indebtedness after the first day of the relevant fiscal quarter being tested, as if such Indebtedness had been retired or redeemed on the first day of such fiscal quarter, (d) any Investment being consummated as well as any other Investment consummated after the first day of the relevant fiscal quarter being tested, and on or prior to the date of the respective Investment then being made, as if such Investment had occurred on the first day of such fiscal quarter, (e) any Restricted Payment being made after the first day of the relevant fiscal quarter being tested, as if such Restricted Payment had occurred on the first day of such fiscal quarter and/or (f) any Permitted Acquisition being consummated as well as any other Permitted Acquisition consummated after the first day of the relevant fiscal quarter being tested, and on or prior to the date of the respective Permitted Acquisition then being effected, as if such Permitted Acquisition had occurred on the first day of such fiscal quarter, as the case may be, with the following rules to apply in connection therewith:

(i)                                     all Indebtedness (x) incurred or issued after the first day of the relevant fiscal quarter (whether incurred to finance a Permitted Acquisition, to refinance Indebtedness or otherwise) shall be deemed to have been incurred or issued (and the proceeds thereof applied) on the first day of the such fiscal quarter and remain outstanding through the date of determination and (y) permanently retired or redeemed after the first day of the relevant fiscal quarter shall be deemed to have been retired or redeemed on the first day of such fiscal quarter and remain retired through the date of determination;

(ii)                                  all Indebtedness assumed to be outstanding pursuant to preceding clause (i) shall be deemed to have borne interest at (x) the rate applicable thereto, in the case of fixed rate Indebtedness, or (y) at the rate which would have been applicable thereto on the last day of the respective fiscal quarter, in the case of floating rate Indebtedness (although interest expense with respect to any Indebtedness for periods while same was actually outstanding during such fiscal quarter shall be calculated using the actual rates applicable thereto while same was actually outstanding); and

(iii)                               in making any determination of Consolidated EBITDA for the purposes specified above in this definition, pro forma effect shall be given to any Material Acquisition or Material Disposition consummated during the periods

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described above, with such Consolidated EBITDA to be determined as if such Material Acquisition or Material Disposition was consummated on the first day of the relevant fiscal quarter, but without taking into account (in the case of any Material Acquisition) any pro forma cost savings and expenses.

“Pro Rata Share” means, with respect to each Lender at any time, a fraction (expressed as a percentage, carried out to the ninth decimal place), the numerator of which is the amount of the Commitment of such Lender at such time and the denominator of which is the amount of the Aggregate Commitments at such time; provided that if the commitment of each Lender to make Loans and the obligation of the L/C Issuers to make L/C Credit Extensions have been terminated pursuant to Section 8.02, then the Pro Rata Share of each Lender shall be determined based on the Pro Rata Share of such Lender immediately prior to such termination and after giving effect to any subsequent assignments made pursuant to the terms hereof.  The initial Pro Rata Share of each Lender is set forth opposite the name of such Lender on Schedule 2.01 or in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable.

“Project Development Companies” means corporations, limited liability companies or partnerships that develop, construct, own and operate power generation or power transmission projects or other energy infrastructure projects.

“Project Documents” includes all material power purchase agreements, steam sales contracts, operating and maintenance agreements, administrative services contracts, construction contracts (other than purchase orders), transmission agreements, fuel supply and transportation contracts, Project loan agreements, other than any such agreement that has a term of one year or less or that may be cancelled or terminated by a party thereto on less than one year’s notice without substantial economic detriment.

“Project Finance Indebtedness” means long term Indebtedness incurred by a Non-Loan Party Subsidiary (other than CPI Preferred Equity) or an Unrestricted Subsidiary with respect to the financing of the development, construction, maintenance or operations of such Person, excluding any Capitalized Leases of such Person incurred in the Ordinary Course of Business.

“Project Holding Entities” means each Subsidiary or Unrestricted Subsidiary of the Borrowers identified on Schedule 1.01(e) and any Subsidiary or Unrestricted Subsidiary that is acquired or created after the Closing Date to directly own a Project.

“Projected EBITDA” has the meaning specified in the defined term “Total Leverage Ratio”.

“Projects” means each Subsidiary or Unrestricted Subsidiary of the Borrowers identified on Schedule 1.01(e) that is an operating partnership, limited partnership, limited liability company, corporation or other entity that is the direct owner of physical generation or transmission assets and property and is engaged in the business of generating or transmitting electrical power or generation of steam.

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“Property” means any interest in any kind of property or asset, whether real, personal or mixed, or tangible or intangible.

“Public Debt Rating” means, as of any date, the rating that has been most recently announced by either S&P or ▇▇▇▇▇’▇, as the case may be, for any class of non-credit enhanced long-term senior unsecured debt issued by the Canadian Borrower.

“Real Estate” means all right, title and interest (whether as owner, lessor or lessee) in any real Property located in the United States or Canada or any buildings, structures, parking areas or other improvements thereon.

“Refinancing Indebtedness” means the Incurrence by the Borrowers or any of their Subsidiaries or Unrestricted Subsidiaries of Indebtedness which serves to refund or refinance certain Indebtedness specified pursuant to Section 7.03, or any Indebtedness issued to so refund or refinance such Indebtedness (subject to the following proviso) prior to its respective maturity, in each case, to the extent permitted under Section 7.03; provided, however, that such Refinancing Indebtedness: (a) has a Weighted Average Life to Maturity at the time such Refinancing Indebtedness is Incurred which is not less than the remaining Weighted Average Life to Maturity of the Indebtedness being refunded or refinanced; (b) has a Stated Maturity which is no earlier than the Stated Maturity of the Indebtedness being refunded or refinanced; (c) to the extent such Refinancing Indebtedness refinances Indebtedness pari passu with the Obligations of the Subsidiaries that are Guarantors, is pari passu with or subordinated to the Obligations and the other Secured Obligations of such Subsidiaries under such guarantee, as applicable; or (d) is Incurred in an aggregate amount (or if issued with original issue discount, an aggregate issue price) that is equal to or less than the aggregate principal amount (or if issued with original issue discount, the aggregate accreted value) then outstanding of the Indebtedness being refinanced plus premium and fees Incurred in connection with such refinancing.

“Register” has the meaning set forth in Section 10.06(c).

“Related Parties” means, with respect to any Person, such Person’s Affiliates and the partners, directors, officers, employees and agents of such Person and of such Person’s Affiliates.

“Reportable Event” means any of the events set forth in Section 4043(c) of ERISA, other than events for which the 30-day notice period has been waived.

“Request for Credit Extension” means (a) with respect to a Borrowing, a Loan Notice, (b) with respect to a conversion or continuation of Loans, a Notice of Conversion/Continuation, and (c) with respect to an L/C Credit Extension, a Letter of Credit Application.

“Required Lenders” means, as of any date of determination, Lenders having more than 50% of the Aggregate Commitments or, if the commitment of each Lender to make Loans and the obligation of the L/C Issuers to make L/C Credit Extensions have been terminated pursuant to Section 8.02, Lenders holding in the aggregate more than 50% of

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the Total Outstandings (with the aggregate amount of each Lender’s risk participation and funded participation in L/C Obligations being deemed “held” by such Lender for purposes of this definition); provided that the Commitment of, and the portion of the Total Outstandings held or deemed held by, any Defaulting Lender shall be excluded for purposes of making a determination of Required Lenders; provided further that any time there are five or fewer Lenders, Required Lenders shall require the consent or affirmative vote of at least three Lenders (other than Defaulting Lenders).

“Responsible Officer” means the chairman of the board, the president, any chief executive officer, chief financial officer, senior vice president or vice president, the treasurer or assistant treasurer, secretary or assistant secretary, or attorney-in-fact (i) of a Loan Party, or (ii) of any Person appointed or authorized to act by any Loan Party pursuant to any management or similar agreement.

“Restricted Indebtedness” means, collectively, any Specified Debt, any Project Finance Indebtedness and any Permitted Corporate Indebtedness.

“Restricted Payment” means any dividend or other distribution (whether in cash, securities or other Property) with respect to any Capital Stock (including any Disqualified Stock or any Preferred Stock) or other equity interest of the Canadian Borrower or any Subsidiary or Unrestricted Subsidiary, or any payment (whether in cash, securities or other Property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any such Capital Stock or other equity interest, or on account of any return of capital to any of the Borrower’s stockholders, partners or members (or the equivalent Person thereof).

“Revaluation Date” means (a) with respect to any Cdn. Dollar Loan, each of the following:  (i) each date of a Borrowing of such Loan, (ii) each date of a continuation of such Loan pursuant to Section 2.02, and (iii) such additional dates as the Administrative Agent shall determine, or the Required Lenders shall require, but not more than once monthly unless a Default or Event of Default has occurred and is continuing, and (b) with respect to any Cdn. Dollar Letter of Credit, each of the following:  (i) each date of issuance of such Cdn. Dollar Letter of Credit, (ii) each date of an amendment of such Cdn. Dollar Letter of Credit having the effect of increasing the amount thereof (solely with respect to the increased amount), (iii) each date of any payment by an L/C Issuer under such Cdn. Dollar Letter of Credit, and (iv) such additional dates as the Administrative Agent, or any L/C Issuer shall determine or the Required Lenders shall require but not more than once monthly unless a Default or Event of Default has occurred and is continuing.

“S&P” means Standard & Poor’s, a division of The McGraw Hill Companies, Inc., or any successor or assignee of the business of such division in the business of rating securities.

“Same Day Funds” means (a) with respect to disbursements and payments in US Dollars, immediately available funds, and (b) with respect to disbursements and payments in Cdn. Dollars, same day or other funds as may be determined by the

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Administrative Agent or the L/C Issuers, as the case may be, to be customary in the place of disbursement or payment for the settlement of international banking transactions in Cdn. Dollars.

“▇▇▇▇▇▇▇▇-▇▇▇▇▇” means the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002.

“Schedule I Lenders” means those banks that are chartered under the Bank Act (Canada) and named in Schedule I thereto, and “Schedule I Lender” means each such bank.

“Schedule I Reference Lenders” means, collectively, Bank of Montreal and any other Schedule I Lender selected by the Administrative Agent in consultation with the Borrower.

“SEC” means the Securities and Exchange Commission, or any Governmental Authority succeeding to any of its principal functions.

“Secured Indebtedness” means any Indebtedness of the Borrowers or any Subsidiary or Unrestricted Subsidiary secured by a Lien, including the Indebtedness hereunder.

“Secured Parties” means the Collateral Agent (as applicable), the Administrative Agent, the L/C Issuers, each Lender (or Applicable Designee), including in its capacity as a counterparty to a secured Swap Contract permitted under Section 7.01(l) and Section 7.03(e) and the providers of Bank Products.

“Securities Laws” means the Securities Act of 1933, the Securities Exchange Act of 1934, ▇▇▇▇▇▇▇▇-▇▇▇▇▇ and the applicable accounting and auditing principles, rules, standards and practices promulgated, approved or incorporated by the SEC or the Public Company Accounting Oversight Board, as each of the foregoing may be amended and in effect on any applicable date hereunder.

“Security Agreement” means a security agreement from each Subsidiary formed or acquired after the Closing Date that is not designated as an Unrestricted Subsidiary pursuant to Section 6.14 and is not otherwise prohibited from granting a security interest in its Property pursuant to the terms of long term Indebtedness permitted under Section 7.03(h), granting a Lien on and pledging a security interest in substantially all of their respective personal Property in favor of the Administrative Agent for the benefit of the Secured Parties, as amended, restated, supplemented or otherwise modified and in effect from time to time.

“Similar Business” means (i) a business, the majority of whose revenues are derived from the generation of electric power or power and energy infrastructure assets, (ii) the activities of the Borrowers and their respective Subsidiaries as of the Closing Date or (iii) any business or activity that is reasonably similar thereto or a reasonable extension, development or expansion thereof or ancillary thereto, including investing in power generation facilities or other energy infrastructure.

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“Solvent” means, when used with respect to any Person, that at the time of determination:

(a)           the assets of such Person, at a fair valuation, are in excess of the total amount of its debts (including, without limitation, contingent liabilities); and

(b)           the present fair saleable value of its assets is greater than its probable liability on its existing debts as such debts become absolute and matured; and

(c)           it is then able and expects to be able to pay its debts (including, without limitation, contingent debts and other commitments) as they mature; and

(d)           it has capital sufficient to carry on its business as conducted and as proposed to be conducted.

For purposes of determining whether a Person is Solvent, (x) the amount of any contingent liability shall be computed as the amount that, in light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability, and (y) the value of rights of contribution from other Solvent entities shall be included.

“SPC” has the meaning set forth in Section 10.06(h).

“Specified Debt” means the Convertible Debentures, the CPILP Notes and the 2011 Notes.

“Specified Project Company” means each of Auburndale Power Partners, L.P., Lake Cogen Ltd., and ▇▇▇▇▇ ▇▇▇▇▇, Ltd.

“Specified Project Effect”  means, from time to time, defaults with respect to Contractual Obligations of any Loan Party or any Subsidiary of any Loan Party, as applicable, related to one or more Projects which Contractual Obligations, in the aggregate, impact at least 20% of the Loan Parties’ net cash flow from all of the Projects for the 12 month period ending the date of the most recent quarterly financial statements delivered pursuant to Section 6.01; provided, that for purposes hereof such net cash flow shall be reduced on a pro forma basis to reflect any Asset Sales occurring since the date of such financials.

“Spot Rate” for a currency means the rate determined by the Administrative Agent or the L/C Issuers, as applicable, equal to the rate of exchange for converting from one currency to another quoted by the Bank of Canada at approximately noon (Toronto time) on the effective date of such conversion.

“Stated Maturity” means, with respect to any security, the date specified in such security as the fixed date on which the final payment of principal of such security is due and payable, including pursuant to any mandatory redemption provision (but excluding any provision providing for the repurchase of such security at the option of the holder

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thereof upon the happening of any contingency beyond the control of the Borrowers unless such contingency has occurred).

“Subject Period” means, as of any date of determination for any Person, the trailing twelve fiscal month period of such Person ending on such date.

“Subsidiary” means, with respect to any Person (herein referred to as the “parent”), any corporation, partnership, limited liability company, association or other business entity (a) of which securities or other ownership interests representing more than 50% of the equity or more than 50% of the ordinary voting power or more than 50% of the general partnership interests are, at the time any determination is being made, owned or held (directly or indirectly through one or more subsidiaries), or (b) which is a partnership with respect to which such parent is the sole general partner of and Controls such partnership; for greater certainty, the Subsidiaries of the Borrowers will include all entities listed on Schedule 5.13.  Notwithstanding the foregoing or anything contained or referred to in any Loan Document to the contrary, no Unrestricted Subsidiary shall be deemed a “Subsidiary” of the Borrowers for any purpose under any Loan Document.

“Swap Contract” means (a) any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap transactions, currency options, spot contracts, or any other similar transactions or any combination of any of the foregoing (including any options to enter into any of the foregoing), whether or not any such transaction is governed by or subject to any master agreement, and (b) any and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master Agreement, or any other master agreement (any such master agreement, together with any related schedules, a “Master Agreement”), including any such obligations or liabilities under any Master Agreement, including without limitation the BMO ISDA Master Agreement and any other Master Agreement with a Lender or an Affiliate of a Lender (including any Lender that was a “Lender” under the Existing Credit Facility).

“Swap Obligations” of a Person means any and all obligations of such Person, whether absolute or contingent and howsoever and whensoever created, arising, evidenced or acquired (including all renewals, extensions and modifications thereof and substitutions therefor), under (a) any and all Swap Contracts, and (b) any and all cancellations, buy backs, reversals, terminations or assignments of any Swap Contracts; provided, however, that with respect to Swap Obligations between any of the Borrowers or another Loan Party and a Lender to be included as an “Obligation”, such Swap Obligations shall have been incurred in accordance with the terms of Section 7.03(e), and the applicable Secured Party and Loan Party agree to use commercially reasonable efforts to provide notice to the Administrative Agent of the existence of such Swap Contract and

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related Swap Obligation promptly following the establishment of such Swap Contract and such Swap Obligation (which notice shall be deemed given automatically upon the creation or incurrence of any Swap Obligation provided by the Administrative Agent, Bank of Montreal or any of their Affiliates).

“Swap Termination Value” means, in respect of any one or more Swap Contracts, after taking into account the effect of any legally enforceable netting agreement relating to such Swap Contracts, (a) for any date on or after the date such Swap Contracts have been closed out and termination value(s) determined in accordance therewith, such termination value(s), and (b) for any date prior to the date referenced in clause (a), the amount(s) determined as the ▇▇▇▇-to-market value(s) for such Swap Contracts, as determined based upon one or more mid-market or other readily available quotations provided by any recognized dealer in such Swap Contracts (which may include a Lender or any Affiliate of a Lender).

“Synthetic Lease Obligation” means the monetary obligation of a Person under (a) a so-called synthetic, off-balance sheet or tax retention lease, or (b) an agreement for the use or possession of Property creating obligations that do not appear on the balance sheet of such Person but which, upon the insolvency or bankruptcy of such Person, would be characterized as the indebtedness of such Person (without regard to accounting treatment).

“Taxes” means all present or future taxes, levies, imposts, duties, deductions, withholdings, assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.

“Third Amendment” means the Consent and Third Amendment to Credit Agreement dated as of November 2, 2012 by and among the Borrowers, the Required Lenders and the Administrative Agent.

“Third Amendment Effective Date” means November 2, 2012.

“Total Leverage Ratio” means, as of any date of determination, the ratio of Consolidated Total Net Debt as of the last day of the four fiscal quarters ending on such date of determination, to Consolidated EBITDA on a consolidated basis for the four fiscal quarters ending on such date of determination; provided, that (a) with respect to Non-Recourse Project Finance Indebtedness of a Subsidiary or Unrestricted Subsidiary that is a Project Development Company and that has not yet achieved Commercial Operations, such Non-Recourse Project Finance Indebtedness shall not be included in determining the amount of Consolidated Total Net Debt until such Subsidiary or Unrestricted Subsidiary has achieved Commercial Operations, and (b) upon achieving Commercial Operations, (x) all such Non-Recourse Project Finance Indebtedness (other than any Excluded Non-Recourse Debt) shall be included in the determination of the amount of Consolidated Total Net Debt of such Subsidiary immediately upon the first applicable date of determination, (y) Consolidated EBITDA for each of the four fiscal quarters ending immediately prior to achieving Commercial Operations for such Subsidiary or Unrestricted Subsidiary shall be deemed to be as set forth in the applicable Acceptable

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Project Development Company Projections (“Projected EBITDA”), and (z) the calculation of Consolidated EBITDA for each of the four fiscal quarters ending immediately after achieving Commercial Operations shall include actual EBITDA for any fiscal quarter ending after Commercial Operations and Projected EBITDA for any fiscal quarter ending prior to Commercial Operations; provided further, that at no time shall more than $350,000,000 of such Non-Recourse Project Finance Indebtedness be excluded from the determination of the amount of Consolidated Total Net Debt.

“Total Outstandings” means the aggregate Outstanding Amount of all Loans and all L/C Obligations.

“Transaction Documents” means the Acquisition Documents (CPILP) and the 2011 Note Documents.

“Type” means, with respect to a Loan, its character as a US Base Rate Loan, US Prime Rate Loans, Cdn. Prime Rate Loan, Bankers’ Acceptance (or BA Equivalent Note) or a Eurocurrency Rate Loan.

“UCC” means the Uniform Commercial Code as in effect in the State of New York or, when the laws of any other jurisdiction govern the perfection or enforcement of any Lien, the UCC shall mean those personal property security laws in such other jurisdiction for the purposes of the provisions hereof relating to such attachment, perfection or priority and for the definitions related to such provisions.

“UFCA” has the meaning set forth in Section 10.21.

“UFTA” has the meaning set forth in Section 10.21.

“Unfunded Pension Liability” means the excess of a Pension Plan’s benefit liabilities under Section 4001(a)(16) of ERISA, over the current value of that Pension Plan’s assets, determined in accordance with the assumptions used for funding the Pension Plan pursuant to Section 412 of the Code for the applicable plan year.

“United States” and “U.S.” mean the United States of America.

“Unrestricted Subsidiary” means any Subsidiary of the Borrowers that is designated as such to the Administrative Agent pursuant to Section 6.14 after the date hereof; provided, that no Guarantor, Project Holding Entity, or other Subsidiary of the Canadian Borrower as of the Closing Date (other than the Specified Project Companies) shall be designated as an Unrestricted Subsidiary without the prior written consent of the Administrative Agent and the Required Lenders, such consent to be granted in the sole discretion of the Administrative Agent and the Required Lenders; provided, further, that that no Specified Project Company shall be designated as an Unrestricted Subsidiary until such time as the Canadian Borrower provides written notice of a request to designate such Specified Project Company as an Unrestricted Subsidiary, pursuant to which,  the Canadian Borrower is able to demonstrate, to the reasonable satisfaction of the Administrative Agent, accretion in the net value of such Specified Project Company since the Closing Date and that such Specified Project Company has, or upon the designation

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of such Specified Project Company as an Unrestricted Subsidiary will have, contracted the majority of its cash flow generated on terms and conditions that, in the good faith judgment of the Canadian Borrower, would support non-recourse third party project financing.

“US Base Rate” means, for any day, a fluctuating rate per annum equal to the highest of (a) the Federal Funds Rate plus 0.50%, (b) the annual rate of interest determined from time to time by Bank of Montreal as being its reference rate then in effect for determined rates on US Dollar denominated commercial loans made by Bank of Montreal in Canada and which it publicly announces as its US Dollar “prime rate” and (c) the Eurocurrency Rate for US Dollar deposits for a 30 day Interest Period as determined on such day, plus 1.0%.  Any change in such rate announced by Bank of Montreal shall take effect at the opening of business on the day specified in the public announcement of such change.

“US Base Rate Loan” means a Loan made to the Canadian Borrower that bears interest based on the US Base Rate.

“US Borrower Commitment” means, as to each Lender, its obligation to (a) make Loans to the US Borrowers pursuant to Section 2.01 or, if applicable, Section 2.17, and (b) purchase participations in L/C Obligations issued on behalf of the US Borrowers; in an aggregate principal amount at any one time outstanding not to exceed the amount set forth opposite such Lender’s name on Schedule 2.01 or in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement; in each case as the US Borrower Commitments may be readjusted from time to time by the Administrative Agent in connection with a commensurate readjustment of the Canadian Borrower Commitments; provided, that in no event shall any such readjustment result in the aggregate Commitment of any Lender exceeding the aggregate Commitment amount for such Lender on Schedule 2.01.

“US Borrowers” has the meaning specified in the introductory paragraph hereto.

“US Collateral” means all Property of the Loan Parties organized under the laws of the United States or any State thereof or the District of Columbia described in any Collateral Documents and intended under the terms of the Collateral Documents to be subject to Liens in favor of the Collateral Agent for the benefit of the Secured Parties.

“US Dollar” and “$” mean lawful money of the United States.

“US Dollar Equivalent” means at any time (a) as to any amount denominated in US Dollars, the amount thereof at such time, and (b) as to any amount denominated in Cdn. Dollars, the equivalent amount in US Dollars calculated by the Administrative Agent at such time on the basis of the Spot Rate (determined in respect of the most recent Revaluation Date) for the purchase of US Dollars with Cdn. Dollars.

“US Dollar Letter of Credit” means any letter of credit issued hereunder for the account of the Borrowers in US Dollars and shall include the Existing Letters of Credit

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issued in connection with the Existing Credit Agreement and the Existing Letters of Credit denominated in US$ and issued by Bank of Montreal or The Toronto-Dominion Bank under the CPILP Revolvers.  A US Dollar Letter of Credit may be a commercial letter of credit or a standby letter of credit; provided that with respect to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Bank, N.A. or its Applicable Designees, such US Dollar Letters of Credit shall be standby letters of credit.

“US Dollar Loan” means a Loan that bears interest based on the US Base Rate, the US Prime Rate or the Eurocurrency Rate with respect to US Dollar Deposits.

“US GAAP” means generally accepted accounting principles in the United States set forth in the opinions and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or such other principles as may be approved by a significant segment of the accounting profession in the United States, that are applicable to the circumstances as of the date of determination, consistently applied.

“US Guaranty” means the Amended and Restated Guaranty dated as of the date hereof from each Guarantor (other than ▇▇▇▇▇▇ ▇▇▇▇▇▇) on the Closing Date, substantially in the form of Exhibit E-1, as the same may be joined from time to time by additional Guarantors after the Closing Date.

“US Honor Date” has the meaning set forth in Section 2.03(c)(i)(A).

“US Person” means any Person that is a “United States Person” as defined in Section 7701(a)(30) of the Code.

“US Prime Rate” means , for any day, a fluctuating rate per annum equal to the highest of (a) the Federal Funds Rate plus 0.50%, (b) the annual rate of interest determined from time to time by Bank of Montreal as being its reference rate then in effect for determined rates on US Dollar denominated commercial loans made by Bank of Montreal in the United States and which it publicly announces as its US Dollar “prime rate” and (c) the Eurocurrency Rate for US Dollar deposits for a 30 day Interest Period as determined on such day, plus 1.0%. Any change in such rate announced by Bank of Montreal shall take effect at the opening of business on the day specified in the public announcement of such change.

“US Prime Rate Loan” means a Loan made to a US Borrower that bears interest based on the US Prime Rate.

“US Tax Compliance Certificate” has the meaning set forth in Section 3.01(e)(ii)(c).

“US Unreimbursed Amount” has the meaning set forth in Section 2.03(c)(i)(A).

“Voluntary Prepayment” has the meaning set forth in Section 7.06.

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“Weighted Average Life to Maturity” means, when applied to any Indebtedness or Disqualified Stock, as the case may be, at any date, the quotient obtained by dividing (a) the sum of the products of the number of years from the date of determination to the date of each successive scheduled principal payment of such Indebtedness or redemption or similar payment with respect to such Disqualified Stock multiplied by the amount of such payment, by (b) the sum of all such payments.

“Wholly-Owned Subsidiary” of any Person means a Subsidiary of such Person 100% of the outstanding Capital Stock or other ownership interests of which will at the time be owned by such Person or by one or more Wholly-Owned Subsidiaries of such Person.

1.02.       Other Interpretive Provisions.  With reference to this Agreement and each other Loan Document, unless otherwise specified herein or in such other Loan Document:

(a)           The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined.  Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms.  The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.”  The word “will” shall be construed to have the same meaning and effect as the word “shall.”  Unless the context requires otherwise, (i) any definition of or reference to any agreement, instrument or other document (including any Organization Document) shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein or in any other Loan Document), (ii) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (iii) the words “herein,” “hereof” and “hereunder,” and words of similar import when used in any Loan Document, shall be construed to refer to such Loan Document in its entirety and not to any particular provision thereof, (iv) all references in a Loan Document to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, the Loan Document in which such references appear, (v) any reference to any law shall include all statutory and regulatory provisions consolidating, amending, replacing or interpreting such law and any reference to any law or regulation shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time, and (vi) the words “asset” and “Property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights.

(b)           In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including;” the words “to” and “until” each mean “to but excluding;” and the word “through” means “to and including.”

(c)           All calculations of fundings of Loans, issuances of Letters of Credit and payments of Obligations shall be in US Dollars or Cdn. Dollars, as applicable, and, unless the context otherwise requires, all determinations (including calculations of financial

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covenants) made from time to time under the Loan Documents shall be made in light of the circumstances existing at such time and shall be stated in US Dollars.

(d)           Section headings herein and in the other Loan Documents are included for convenience of reference only and shall not affect the interpretation of this Agreement or any other Loan Document.

1.03.       Accounting Terms.

(a)           All accounting terms not specifically or completely defined herein shall be construed in conformity with, and all financial data (including financial ratios and other financial calculations) required to be submitted pursuant to this Agreement shall be prepared in conformity with, GAAP applied on a consistent basis, as in effect from time to time, applied in a manner consistent with that used in preparing the Audited Financial Statements and using the same asset valuation method as used in such financial statements, except as otherwise specifically prescribed herein.

(b)           If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either the Borrowers or the Required Lenders shall so request, the Administrative Agent, the Lenders and the Borrowers shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the Required Lenders); provided that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) the Borrowers shall provide to the Secured Parties financial statements and other documents required under this Agreement or as reasonably requested hereunder (such request to be made no later than the later of 6 months after the date of the applicable financial statement or the end of the fiscal year pertaining to such financial statement) setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAP.

1.04.       Rounding.  Any financial ratios required to be maintained by the Borrowers pursuant to this Agreement shall be calculated by dividing the appropriate component by the other component, carrying the result to one place more than the number of places by which such ratio is expressed herein and rounding the result up or down to the nearest number (with a rounding-up if there is no nearest number).

1.05.       References to Agreements and Laws.  Unless otherwise expressly provided herein, (a) references to Organization Documents, agreements (including the Loan Documents) and other contractual instruments shall be deemed to include all subsequent amendments, restatements, extensions, supplements and other modifications thereto, but only to the extent that such amendments, restatements, extensions, supplements and other modifications are not prohibited by any Loan Document; and (b) references to any Law shall include all statutory and regulatory provisions consolidating, amending, replacing, supplementing or interpreting such Law.

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1.06.       Times of Day.  Unless otherwise specified, all references herein to times of day shall be references to Eastern Time (daylight or standard, as applicable).

1.07.       Letter of Credit Amounts.  Unless otherwise specified herein, the amount of a Letter of Credit at any time shall be deemed to be the stated amount of such Letter of Credit in effect at such time; provided, however, that with respect to any Letter of Credit that, by its terms or the terms of any Issuer Document related thereto, provides for one or more automatic increases in the stated amount thereof, the amount of such Letter of Credit shall be deemed to be the maximum stated amount of such Letter of Credit after giving effect to all such increases, whether or not such maximum stated amount is in effect at such time.

1.08.       Interest Act (Canada).  For the purposes of this Agreement, whenever interest to be paid hereunder is to be calculated on the basis of 360 days or any other period of time that is less than a calendar year, the yearly rate of interest to which the rate determined pursuant to such calculation is equivalent is the rate so determined multiplied by the actual number of days in the calendar year in which the same is to be ascertained and divided by 360 or such other number of days in such period, as the case may be

1.09.       Exchange Rates; Currency Equivalents; Applicable Currency.

(a)           For purposes of this Agreement, references to the applicable outstanding amount of Loans, Letters of Credit, Total Outstandings or L/C Obligations shall be deemed to refer to the US Dollar Equivalent thereof.

(b)           For purposes of this Agreement, the US Dollar Equivalent of any Loans, Letters of Credit, other Obligations and other references to amounts denominated in Cdn. Dollars shall be determined in accordance with the terms of this Agreement in respect of the most recent Revaluation Date.  Such US Dollar Equivalent shall become effective as of such Revaluation Date for such Loans, Letters of Credit and other Obligations and shall be the US Dollar Equivalent employed in converting any amounts between the applicable currencies until the next Revaluation Date to occur for such Loans, Letters of Credit and other Obligations.  Except as otherwise expressly provided herein, the applicable amount of any currency for purposes of the Loan Documents (including for purposes of financial statements and all calculations in connection with financial covenants) shall be the US Dollar Equivalent thereof; provided however, that with respect to minimum amounts for Borrowings (and conversions and continuations of Loans) or repayments and prepayments, shall be such the amounts as set forth in this Agreement with respect to the applicable currency of any such Loan.

(c)           Wherever in this Agreement in connection with a borrowing, conversion, continuation or prepayment of an Loan or the issuance, amendment or extension of a Letter of Credit, an amount, such as a required minimum or multiple amount, is expressed in US Dollars, but such Loan or Letter of Credit is denominated in Cdn. Dollars, such amount shall be the relevant Cdn. Dollar Equivalent of such US Dollar amount (rounded to the nearest Cdn. Dollar, with 0.50 of a unit being rounded upward), as determined by the Administrative Agent or the L/C Issuers, as the case may be.

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(d)           For purposes of this Agreement, all repayments, prepayments or reimbursements with respect to Loans, Letters of Credit and other Obligations shall be made in the currency applicable to such Advance, Letter of Credit or other Obligation except as otherwise provided herein.

ARTICLE II.
THE COMMITMENTS AND CREDIT EXTENSIONS

2.01.       Loans; Advances.

(a)           Loans.  Subject to the terms and conditions set forth herein, each Lender severally agrees to make Loans to the Borrowers from time to time in US Dollars or in Cdn. Dollars, in each case on any Business Day during the Availability Period, in an aggregate amount not to exceed at any time outstanding the amount of such Lender’s Commitment; provided, however, that after giving effect to any Borrowing, (i) the Total Outstandings shall not exceed the Aggregate Commitments, and (ii) the aggregate Outstanding Amount of the Loans of any Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, shall not exceed such Lender’s Commitment.  Within the limits of each Lender’s Commitment, and subject to the other terms and conditions hereof, the Borrowers may borrow under this Section 2.01, prepay under Section 2.04, and reborrow under this Section 2.01.  Loans may be made, at the option of the Borrowers, in US$ as US Base Rate Loans to the Canadian Borrower, US Prime Rate Loans to the US Borrowers or Eurocurrency Rate Loans to any Borrower, or in Cdn$ as Cdn. Prime Rate Loans or Bankers’ Acceptances (or BA Equivalent Notes).  In addition to the foregoing, certain Loans may be made to the Borrowers to the extent they are deemed to be made in accordance with Sections 2.02(c), 2.02(g), 2.03(c)(i)(B), 2.03(c)(ii), 3.02, 3.03 and 3.07.  The Borrowers and the Lenders each hereby agree that all “Loans” (as defined in the Existing Credit Agreement), if any, outstanding under the Existing Credit Agreement on the Closing Date, shall be deemed to be Loans made under this Agreement and shall be redistributed amongst the Lenders according to their respective Pro Rata Shares on the Closing Date.

2.02.       Borrowings, Conversions and Continuations of Loans.

(a)           (i)            Borrowings.  Each Borrowing shall be made upon the Borrower Agent’s irrevocable notice to the Administrative Agent, which may be given by telephone.  Each such notice must be received by the Administrative Agent not later than (A) 2:00 p.m. (Eastern time) 3 Business Days prior to the requested date of any Borrowing of Eurocurrency Rate Loans or Bankers’ Acceptances (or BA Equivalent Note), (B) 10:00 a.m. (Eastern time) on the requested date of any Borrowing of US Base Rate Loans and US Prime Rate Loans, and (c) 10:00 a.m. (Eastern time) on the requested date of any Borrowing of Cdn. Prime Rate Loans.  Each telephonic notice by the Borrower Agent pursuant to this Section 2.02(a)(i) must be confirmed promptly by delivery to the Administrative Agent of a written Notice of Borrowing, appropriately completed and signed by a Responsible Officer of the Borrower Agent.  Each Borrowing of Eurocurrency Rate Loans or Bankers’ Acceptances (or BA Equivalent Notes) shall be in a principal amount of $1,000,000 or a whole multiple of $1,000,000 in excess thereof.

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Except as provided in Section 2.03(c), each Borrowing of Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $1,000,000 in excess thereof.  Each Notice of Borrowing (whether telephonic or written) shall specify (A) the applicable Borrower or Borrowers, (B) the requested date of the Borrowing (which shall be a Business Day), (C) the principal amount of Loans to be borrowed, (D) whether the Borrowing is to be a US Dollar Loan or a Cdn. Dollar Loan and, in each case, whether it is to be made as a Base Rate Loan, Bankers’ Acceptance (or BA Equivalent Note) or a Eurocurrency Rate Loan, and (E) in the case of a Eurocurrency Rate Loan or Bankers’ Acceptance (or BA Equivalent Note), the duration of the Interest Period with respect thereto.  Notwithstanding anything to the contrary, (i) the Canadian Borrower shall be permitted to borrow Eurocurrency Rate Loans, Bankers’ Acceptances (or BA Equivalent Notes), Canadian Prime Rate Loans and US Base Rate Loans, and (ii) the US Borrowers shall be permitted to borrow US Prime Rate Loans and Eurocurrency Rate Loans.  If the Borrower Agent, on behalf of itself or either of the US Borrowers, requests a Borrowing of Eurocurrency Rate Loans (with respect to the Canadian Borrower or the US Borrowers) or Bankers’ Acceptances (or BA Equivalent Notes) (with respect to the Canadian Borrower) in any such Notice of Borrowing, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month.  If the Borrower Agent, on behalf of itself or either of the US Borrowers, fails to specify the type of Loan in a Notice of Borrowing, then the applicable Loans shall be made as US Base Rate Loans with respect to the Canadian Borrower or US Prime Rate Loans with respect to the US Borrowers.

(ii)           Conversions and Continuations of Loans.  Each conversion of Loans from one Type to the other, and each continuation of Eurocurrency Rate Loans or Bankers’ Acceptances (or BA Equivalent Notes) shall be made upon the Borrower Agent’s irrevocable notice to the Administrative Agent, which may be given by telephone.  Each such notice must be received by the Administrative Agent not later than 2:00 p.m. (Eastern time) 3 Business Days prior to the requested date of any conversion to or continuation of Eurocurrency Rate Loans or Bankers’ Acceptances (or BA Equivalent Notes) or of any conversion of a Eurocurrency Rate Loan to a US Base Rate Loan or US Prime Rate Loan, or a Bankers’ Acceptance (or BA Equivalent Note) to a Cdn. Prime Rate Loan, or any conversion of a US Base Rate Loan or US Prime Rate Loan to a Eurocurrency Rate Loan, or a Cdn. Prime Rate Loan to a Bankers’ Acceptance (or BA Equivalent Note) or any conversion of a Base Rate Loan from one currency to another currency.  Each telephonic notice by the Borrower Agent pursuant to this Section 2.02(a)(ii) must be confirmed promptly by delivery to the Administrative Agent of a written Notice of Conversion/Continuation, appropriately completed and signed by a Responsible Officer of the Borrower Agent.  Each conversion to or continuation of Eurocurrency Rate Loans or Bankers’ Acceptances (or BA Equivalent Notes), as applicable, shall be in a principal amount of $1,000,000 or a whole multiple of $1,000,000 in excess thereof.  Except as provided in Section 2.03(c), each conversion to Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $1,000,000 in excess thereof.  Each Notice of Conversion/Continuation (whether telephonic or written) shall specify (A) the applicable Borrower or Borrowers, (B) whether the applicable Borrower is

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requesting a conversion of Loans from one Type to the other, or a continuation of Eurocurrency Rate Loans or Bankers’ Acceptances (or BA Equivalent Notes), (C) the requested date of the conversion or continuation, as the case may be (which shall be a Business Day), (D) the principal amount of Loans to be converted or continued, (E) the Type of Loans to which existing Loans are to be converted, and (F) if applicable, the duration of the Interest Period with respect thereto.  If the Borrower Agent, on behalf of itself or either of the US Borrowers, fails to specify a Type of Loan in a Notice of Conversion/Continuation or if the Borrower Agent fails to give a timely notice requesting a conversion or continuation, then the applicable US Dollar Loans shall be converted to US Base Rate Loans with respect to the Canadian Borrower and US Prime Rate Loans with respect to the US Borrowers and the applicable Cdn. Dollar Loans shall be converted to Cdn. Prime Rate Loans.  Any such automatic conversion to US Base Rate Loans or US Prime Rate Loans, as applicable, shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurocurrency Rate Loans or Bankers’ Acceptances (or BA Equivalent Notes).  If the Borrower Agent requests a conversion to, or continuation of Eurocurrency Rate Loans or Bankers’ Acceptances (or BA Equivalent Notes) in any such Notice of Conversion/Continuation, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month.

(b)           Following receipt of a Loan Notice, the Administrative Agent shall promptly notify each Lender of the amount of its Pro Rata Share of the applicable Loans, and if no timely notice of a conversion or continuation is provided by the Borrower Agent, the Administrative Agent shall notify each Lender of the details of any automatic conversion to, in the case of US Dollar Loans, US Base Rate Loans with respect to the Canadian Borrower or US Prime Rate Loans with respect to the US Borrowers and, in the case of Cdn. Dollar Loans, Cdn. Prime Rate Loans, in each case as described in the preceding subsection.  In the case of a Borrowing, each Lender shall make the amount of its Loan available to the Administrative Agent in Same Day Funds at the Administrative Agent’s Office not later than 3:00 p.m. on the Business Day specified in the applicable Loan Notice.  Upon satisfaction of the applicable conditions set forth in Section 4.02 (and, if such Borrowing is the initial Credit Extension, Section 4.01), the Administrative Agent shall make all funds so received available to the Borrowers in like funds as received by the Administrative Agent either by (i) crediting the account of the Borrowers on the books of Bank of Montreal with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent by the Borrower Agent.

(c)           Except as otherwise provided herein, a Eurocurrency Rate Loan or Bankers’ Acceptance (or BA Equivalent Note) may be continued or converted only on the last day of an Interest Period for such Eurocurrency Rate Loan or Bankers’ Acceptance (or BA Equivalent Note), as applicable.  During the existence of a Default, no Loans may be requested as, converted to or continued as Eurocurrency Rate Loans or Bankers’ Acceptances (or BA Equivalent Notes) without the consent of the Required Lenders.  During the existence of an Event of Default, unless the Required Lenders consent, (i) all Eurocurrency Rate Loans shall be converted to US Base Rate Loans with

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respect to the Canadian Borrower and US Prime Rate Loans with respect to the US Borrowers and (ii) all Bankers’ Acceptances (or BA Equivalent Notes) upon their maturity shall be converted to Cdn. Prime Rate Loans.

(d)           The Administrative Agent shall promptly notify the Borrower Agent and the Lenders of the interest rate or discount rate, as applicable, applicable to any Interest Period for Eurocurrency Rate Loans or Bankers’ Acceptances (or BA Equivalent Notes) upon determination of such interest rate.  The determination of the Eurocurrency Rate or BA Discount Rate by the Administrative Agent shall be conclusive in the absence of manifest error.  Any change in the US Base Rate, US Prime Rate or Cdn. Prime Rate shall be effective on the date the change becomes effective generally without the necessity for any notice.

(e)           After giving effect to all Borrowings, all conversions of Loans from one Type to the other, and all continuations of Eurocurrency Rate Loans and Bankers’ Acceptances (or BA Equivalent Notes), there shall not be more than ten (10) Interest Periods in effect at any one time.

2.03.       Letters of Credit.

(a)           The Letter of Credit Commitment.

(i)            Subject to the terms and conditions set forth herein, (A) each L/C Issuer agrees, in reliance upon the agreements of the other Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit for the account of the Borrowers on their own behalf, or on behalf of their Subsidiaries, and to amend or renew Letters of Credit previously issued by it, in accordance with subsection (b) below (provided that the Borrower requesting any issuance of a Letter of Credit shall be primarily obligated to the extent a Letter of Credit is issued on behalf of a Subsidiary of such Borrower), and (2) to honor drafts under the Letters of Credit made in accordance with the terms of such Letters of Credit; and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrowers and their Subsidiaries; provided that no L/C Issuer shall be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and no Lender shall be obligated to participate in any Letter of Credit if, as of the date of such L/C Credit Extension, after giving effect thereto (w) Total Outstandings would exceed the Aggregate Commitments, (x) the aggregate Outstanding Amount of the Loans of any Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, would exceed such Lender’s Commitment, (y) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit or (z) the aggregate Outstanding Amount of all of Letters of Credit issued by such L/C Issuer would exceed such L/C Issuer’s L/C Issuer Limit.  Within the foregoing limits, and subject to the terms and conditions hereof, the Borrowers’ ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrowers may, during the foregoing period, obtain Letters of Credit to replace Letters of

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Credit that have expired or that have been drawn upon and reimbursed.  All Existing Letters of Credit issued (x) under the Existing Credit Agreement and (y) issued by Bank of Montreal or The Toronto-Dominion Bank under the CPILP Revolvers, in each case, shall be deemed to have been issued pursuant hereto, and from and after the Closing Date shall be subject to and governed by the terms and conditions hereof.

(ii)           No L/C Issuer shall be obligated to issue any Letter of Credit, if:

(A)          the expiry date of such requested Letter of Credit would occur more than 365 days after the date of issuance or last extension, unless such L/C Issuer and the Required Lenders have approved such expiry date, in each case, other than (x) the Existing Letters of Credit issued by Bank of Montreal or The Toronto-Dominion Bank under the CPILP Revolvers that have an expiry date of more than 365 days after the Closing Date, and (y) the Letters of Credit issued on the Closing Date with respect to the support of the Existing Letters of Credit issued by The Royal Bank of Canada under the CPILP Revolvers that have an expiry date of more than 365 days after the Closing Date; or

(B)          the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless such L/C Issuer and all the Lenders have approved such expiry date.

(C)          any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such L/C Issuer from issuing such Letter of Credit, or any Law applicable to such L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such L/C Issuer shall prohibit, or request that such L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which such L/C Issuer in good ▇▇▇▇▇ ▇▇▇▇▇ material to it;

(D)          the issuance of such Letter of Credit would violate one or more policies of such L/C Issuer;

(E)           except as otherwise agreed by the Administrative Agent and such L/C Issuer, such Letter of Credit is in an initial stated amount less than $100,000, in the case of a commercial Letter of Credit, or a standby Letter of Credit or such lesser amount as accepted by such L/C Issuer in its sole discretion;

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(F)           such Letter of Credit is to be denominated in a currency other than US Dollars or Cdn. Dollars;

(G)          such Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder;

(H)          the purpose is not consistent with Section 6.12 or the form of the proposed Letter of Credit is not reasonably satisfactory to Administrative Agent and such L/C Issuer in their respective reasonable discretion; or

(I)            a default of any Lender’s obligations to fund under Section 2.03(c) exists or any Lender is at that time a Defaulting Lender, unless the applicable L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, satisfactory to such L/C Issuer (in its sole discretion) with the Borrowers or such Lender to eliminate such L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.14(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which such L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion.

(iii)          No L/C Issuer shall be required to amend any Letter of Credit to increase the amount thereof, or extend the maturity thereof, if such L/C Issuer would not be permitted at such time to issue such Letter of Credit in its amended form under the terms hereof.

(iv)          No L/C Issuer shall be under any obligation to amend any Letter of Credit if (A) such L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit.

(v)           Each L/C Issuer shall act on behalf of the Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and such L/C Issuer shall have all of the benefits and immunities (A) provided to the Administrative Agent in Article IX with respect to any acts taken or omissions suffered by such L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Article IX included such L/C Issuer with respect to such acts or omissions, and (B)  as additionally provided herein with respect to such L/C Issuer.

(b)           Procedures for Issuance and Amendment of Letters of Credit; Auto-Renewal Letters of Credit.

(i)            Each Letter of Credit shall be issued or amended, as the case may be, upon the request of the Borrowers delivered to the applicable L/C Issuer (with

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a copy to the Administrative Agent) in the form of a Letter of Credit Application, appropriately completed and signed by a Responsible Officer of the Borrower Agent.  Such Letter of Credit Application must be received by such L/C Issuer and the Administrative Agent (x) with respect to US Dollar Letters of Credit, not later than 2:00 p.m. (Eastern time) at least 3 Business Days (or such later date and time as such L/C Issuer may agree in a particular instance in its sole discretion) prior to the proposed issuance date or date of amendment, as the case may be and (y) with respect to Cdn. Dollar Letters of Credit denominated in Cdn. Dollars, not later than 2:00 p.m. (Eastern time) at least 3 Business Days (or such later date and time as such L/C Issuer may agree in a particular instance in its sole discretion) prior to the proposed issuance date or date of amendment, as the case may be.  In the case of a request for an initial issuance of a Letter of Credit, such Letter of Credit Application shall specify in form and detail satisfactory to such L/C Issuer: (A) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day); (B) the amount thereof; (C) the expiry date thereof; (D) the name and address of the beneficiary thereof; (E) the documents to be presented by such beneficiary in case of any drawing thereunder; (F) the full text of any certificate to be presented by such beneficiary in case of any drawing thereunder; (G) whether such Letter of Credit is a US Dollar Letter of Credit or a Cdn. Dollar Letter of Credit; and (H) such other matters as such L/C Issuer may require.  In the case of a request for an amendment of any outstanding Letter of Credit, such Letter of Credit Application shall specify in form and detail satisfactory to such L/C Issuer (1) the Letter of Credit to be amended; (2) the proposed date of amendment thereof (which shall be a Business Day); (3) the nature of the proposed amendment; and (4) such other matters as such L/C Issuer may require.  The Borrower Agent hereby agrees to provide any and all “know your customer” or other similar information required by applicable law regarding the beneficiary of any Letter of Credit reasonably requested in writing by an L/C Issuer prior to the issuance of any Letter of Credit.

(ii)           Promptly after receipt of any Letter of Credit Application, the applicable L/C Issuer will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of such Letter of Credit Application from the Borrower Agent and, if not, such L/C Issuer will provide the Administrative Agent with a copy thereof.  Unless such L/C Issuer has received written notice from any Lender, the Administrative Agent or any Loan Party, at least 1 Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Article IV shall not then be satisfied, then, subject to the terms and conditions hereof, such L/C Issuer shall, on the requested date, issue a Letter of Credit for the account of the Borrowers or enter into the applicable amendment, as the case may be, in each case in accordance with such L/C Issuer’s usual and customary business practices.  Immediately upon the issuance of each Letter of Credit, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the applicable L/C Issuer a risk participation in such Letter of Credit in an amount equal to the product of such Lender’s Pro Rata Share times the amount of such Letter of Credit.

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(iii)          The Lenders shall be deemed to have authorized (but may not require) each L/C Issuer to permit, in its sole discretion, the renewal of any Letter of Credit that has automatic renewal provisions (each, an “Auto-Renewal Letter of Credit”) at any time to an expiry date not later than the Letter of Credit Expiration Date; provided, however, that the L/C Issuers shall not permit any such renewal if (A) such L/C Issuer has reasonably determined that it would have no obligation at such time to issue such Letter of Credit in its renewed form under the terms hereof (by reason of the provisions of Section 2.03(a)(ii) or otherwise), or (B) it has received notice (which may be by telephone or in writing) on or before the day that is 5 Business Days before the non-renewal notice date set forth in such Auto-Renewal Letter of Credit or, if not designated, the annual anniversary of the issuance thereof, that (1) from the Administrative Agent that the Required Lenders have elected not to permit such renewal or (2) from the Administrative Agent, any Lender or the Borrowers that one or more of the applicable conditions specified in Section 4.02 is not then satisfied.

(iv)          Promptly after its delivery of any Letter of Credit or any amendment to a Letter of Credit to an advising bank with respect thereto or to the beneficiary thereof, the applicable L/C Issuer will also deliver to the Borrower Agent and the Administrative Agent a true and complete copy of such Letter of Credit or amendment.

(c)           Drawings and Reimbursements; Funding of Participations.

(i)            Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the applicable L/C Issuer shall notify the Borrower Agent and the Administrative Agent thereof.

(A)          Not later than 10:00 a.m. (Eastern time) with respect to US Dollar Letters of Credit on the date of any payment by such L/C Issuer under a US Dollar Letter of Credit (each such date, a “US Honor Date”), the Borrowers shall reimburse such L/C Issuer through the Administrative Agent in an amount equal to the amount of such drawing.  If the Borrowers fail to so reimburse such L/C Issuer by such time, the Administrative Agent shall promptly notify each Lender of the US Honor Date, the amount of the unreimbursed drawing (the “US Unreimbursed Amount”), and the amount of such Lender’s Pro Rata Share thereof.  In such event, the Borrowers shall be deemed to have requested a Borrowing of US Prime Rate Loans to be disbursed on the US Honor Date in an amount equal to the US Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.02(a) for the principal amount of US Prime Rate Loans, subject to the conditions set forth in Section 4.02 (other than the delivery of a Loan Notice).

(B)          Not later than 10:00 a.m. (Eastern time) with respect to Cdn. Dollar Letters of Credit on the date of any payment by such L/C Issuer under a Cdn. Dollar Letter of Credit (each such date, a “Cdn. Honor

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Date”), the Borrowers shall reimburse such L/C Issuer through the Administrative Agent in an amount equal to the amount of such drawing.  If the Borrowers fail to so reimburse such L/C Issuer by such time, the Administrative Agent shall promptly notify each Lender of the Cdn. Honor Date, the amount of the unreimbursed drawing (the “Cdn. Unreimbursed Amount”), and the amount of such Lender’s Pro Rata Share thereof.  In such event, the Borrowers shall be deemed to have requested a Borrowing of Cdn. Prime Rate Loans to be disbursed on the Cdn. Honor Date in an amount equal to the Cdn. Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.02(a), but subject to the conditions set forth in Section 4.02 (other than the delivery of a Loan Notice).

(C)          Any notice given by an L/C Issuer or the Administrative Agent pursuant to this Section 2.03(c)(i) may be given by telephone if immediately confirmed in writing.

(ii)           With respect to US Letters of Credit, each Lender (including the Lender acting as an L/C Issuer) shall upon any notice pursuant to Section 2.03(c)(i)(A) make funds available to the Administrative Agent for the account of each of the applicable L/C Issuers at the Administrative Agent’s Office in an amount equal to its Pro Rata Share of the US Unreimbursed Amount, not later than 2:00 p.m. (Eastern time) on the Business Day specified in such notice by the Administrative Agent, whereupon, subject to the provisions of Section 2.03(c)(iii), each Lender that so makes funds available shall be deemed to have made a US Base Rate Loan or US Prime Rate Loan, as applicable, to the applicable Borrower in such amount.  With respect to Cdn. Letters of Credit, each Lender (including the Lender acting as an L/C Issuer) shall upon any notice pursuant to Section 2.03(c)(i)(A) make funds available to the Administrative Agent for the account of each of the applicable L/C Issuers at the Administrative Agent’s Office in an amount equal to its Pro Rata Share of the Cdn. Unreimbursed Amount, not later than 2:00 p.m. (noon) (Eastern time) on the Business Day specified in such notice by the Administrative Agent, whereupon, subject to the provisions of Section 2.03(c)(iii), each Lender that so makes funds available shall be deemed to have made a Cdn. Prime Rate Loan, to the applicable Borrower in such amount.  The Administrative Agent shall remit the funds so received to the applicable L/C Issuers.

(iii)          With respect to (A) any US Unreimbursed Amount that is not fully refinanced by a Borrowing of US Base Rate Loans or US Prime Rate Loans, as applicable, because the conditions set forth in Section 4.02 cannot be satisfied or for any other reason, the applicable Borrower shall be deemed to have incurred from the applicable L/C Issuer an L/C Borrowing in the amount of the US Unreimbursed Amount that is not so refinanced, which L/C Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the Default Rate and (B) any Cdn. Unreimbursed Amount that is not fully refinanced by a Borrowing of Cdn. Prime Rate Loans, in the applicable currency, because the

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conditions set forth in Section 4.02 cannot be satisfied or for any other reason, the Canadian Borrower shall be deemed to have incurred from the applicable L/C Issuer an L/C Borrowing in the amount of the Cdn. Unreimbursed Amount that is not so refinanced, which L/C Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the Default Rate.  In such event, each Lender’s payment to the Administrative Agent for the account of the applicable L/C Issuer pursuant to Section 2.03(c)(ii) shall be deemed payment in respect of its participation in such L/C Borrowing and shall constitute an L/C Advance from such Lender in satisfaction of its participation obligation under this Section 2.03.

(iv)          Until each Lender funds its Loan or L/C Advance pursuant to this Section 2.03(c) to reimburse an L/C Issuer for any amount drawn under any Letter of Credit issued by such L/C Issuer, interest in respect of such Lender’s Pro Rata Share of such amount shall be solely for the account of such L/C Issuer.

(v)           Each Lender’s obligation to make Loans or L/C Advances to reimburse the L/C Issuers for amounts drawn under Letters of Credit, as contemplated by this Section 2.03(c), shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any set-off, counterclaim, recoupment, defense or other right which such Lender may have against any L/C Issuer, the Borrowers or any other Person for any reason whatsoever; (B) the occurrence or continuance of a Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided, however, that each Lender’s obligation to make Loans pursuant to this Section 2.03(c) is subject to the conditions set forth in Section 4.02 (other than delivery by the Borrowers of a Loan Notice).  No such making of an L/C Advance shall relieve or otherwise impair the obligation of the Borrowers to reimburse the L/C Issuers for the amount of any payment made by any L/C Issuer under any Letter of Credit issued by it, together with interest as provided herein.

(vi)          If any Lender fails to make available to the Administrative Agent for the account of any of the L/C Issuers any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.03(c) by the time specified in Section 2.03(c)(ii) or in accordance with Section 2.02(i), the applicable L/C Issuer shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to such L/C Issuer at a rate per annum equal to the greater of the Federal Funds Rate and a rate determined by such L/C Issuer in accordance with banking industry rules on interbank compensation.  A certificate of any L/C Issuer submitted to any Lender (through the Administrative Agent) with respect to any amounts owing under this clause (vi) shall be conclusive absent manifest error.

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(d)           Repayment of Participations.

(i)            At any time after an L/C Issuer has made a payment under any Letter of Credit and has received from any Lender such Lender’s L/C Advance in respect of such payment in accordance with Section 2.03(c), if the Administrative Agent receives for the account of such L/C Issuer any payment in respect of the related applicable Unreimbursed Amount or interest thereon (whether directly from the Borrowers or otherwise, including proceeds of Cash Collateral applied thereto by the Administrative Agent), the Administrative Agent will distribute to such Lender its Pro Rata Share thereof (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s L/C Advance was outstanding) in the same funds as those received by the Administrative Agent.

(ii)           If any payment received by the Administrative Agent for the account of an L/C Issuer pursuant to Section 2.03(c)(i) is required to be returned under any of the circumstances described in Section 10.05 (including pursuant to any settlement entered into by such L/C Issuer in its discretion), each Lender shall pay to the Administrative Agent for the account of such L/C Issuer its Pro Rata Share thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned by such Lender, at a rate per annum equal to the Federal Funds Rate from time to time in effect.  The obligations of the Lenders under this clause (ii) shall survive the payment in full of the Obligations and the termination of this Agreement.

(e)           Obligations Absolute.  The obligation of the Borrowers to reimburse the L/C Issuers for each drawing under each Letter of Credit and to repay each associated L/C Borrowing, shall in each case, be absolute, unconditional and irrevocable, and shall be paid strictly in accordance with the terms of this Agreement under all circumstances, including the following:

(i)            any lack of validity or enforceability of such Letter of Credit, this Agreement, or any other Loan Document;

(ii)           the existence of any claim, counterclaim, set-off, defense or other right that the applicable Borrower may have at any time against any beneficiary or any transferee of such Letter of Credit (or any Person for whom any such beneficiary or any such transferee may be acting), any L/C Issuer or any other Person, whether in connection with this Agreement, the transactions contemplated hereby or by such Letter of Credit or any agreement or instrument relating thereto, or any unrelated transaction;

(iii)          any draft, demand, certificate or other document presented under such Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; or any loss or delay in the transmission or otherwise of any document required in order to make a drawing under such Letter of Credit;

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(iv)          any payment by an L/C Issuer under such Letter of Credit against presentation of a draft or certificate that does not strictly comply with the terms of such Letter of Credit; or any payment made by such L/C Issuer under such Letter of Credit to any Person purporting to be a trustee in bankruptcy, debtor-in-possession, assignee for the benefit of creditors, liquidator, receiver or other representative of or successor to any beneficiary or any transferee of such Letter of Credit, including any arising in connection with any proceeding under any Debtor Relief Law; or

(v)           any other circumstance or happening whatsoever, whether or not similar to any of the foregoing, including any other circumstance that might otherwise constitute a defense available to, or a discharge of, the applicable Borrower, except for the gross negligence or willful misconduct in connection with its payment of a Letter of Credit.

The Borrowers shall promptly examine a copy of each Letter of Credit and each amendment thereto that is delivered to it and, in the event of any claim of noncompliance with the Borrowers’ instructions or other irregularity, the Borrower Agent will immediately notify the applicable L/C Issuer.  The Borrowers shall be conclusively deemed to have waived any such claim against such L/C Issuer and its correspondents unless such notice is given as aforesaid.

(f)            Role of L/C Issuer.  Each Lender and the Borrowers agree that, in paying any drawing under a Letter of Credit, none of the L/C Issuers shall have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document.  None of the L/C Issuers, the Administrative Agent or any of their Related Parties, nor any of the respective correspondents, participants or assignees of any of the L/C Issuers, shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Letter of Credit Application.  The Borrowers hereby assume all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, however, that this assumption is not intended to, and shall not, preclude the Borrowers’ pursuing such rights and remedies as they may have against the beneficiary or transferee at law or under any other agreement.  None of the L/C Issuers, the Administrative Agent or any of their Related Parties, nor any of the respective correspondents, participants or assignees of any of the L/C Issuers, shall be liable or responsible for any of the matters described in clauses (i) through (v) of Section 2.03(e); provided, however, that anything in such clauses to the contrary notwithstanding, the Borrowers may have a claim against an L/C Issuer, and such L/C Issuer may be liable to the Borrowers, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Borrowers which the Borrowers prove were caused by the such L/C Issuer’s willful misconduct or gross negligence or such L/C Issuer’s willful failure to pay under

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any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit.  In furtherance and not in limitation of the foregoing, each L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and such L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.

(g)           Cash Collateral.

(i)            Upon the request of the Administrative Agent, (i) if an L/C Issuer has honored any full or partial drawing request under any Letter of Credit and such drawing has resulted in an L/C Borrowing, (ii) if, as of the Letter of Credit Expiration Date, any Letter of Credit may for any reason remain outstanding and partially or wholly undrawn, (iii) if Availability is less than zero after giving effect to the prepayment of outstanding Loans pursuant to Section 2.04(b), or (iv) if any demand for Cash Collateralization has been made under Section 8.02(c), the Borrowers shall immediately Cash Collateralize the then Outstanding Amount of all L/C Obligations (in an amount equal to such Outstanding Amount determined as of the date of such L/C Borrowing or the Letter of Credit Expiration Date, as the case may be).  Sections 2.04 and 8.02(c) set forth certain additional requirements to deliver Cash Collateral hereunder. At any time that there shall exist a Defaulting Lender, immediately upon the request of the Administrative Agent or any L/C Issuer, the Borrowers shall deliver to the Administrative Agent Cash Collateral in an amount sufficient to cover all Fronting Exposure (after giving effect to Section 2.14(a)(iv) and any Cash Collateral provided by the Defaulting Lender).  The Borrowers hereby grant to the Administrative Agent, for the benefit of each of the L/C Issuers and the other Secured Parties, a security interest in all such cash, deposit accounts and all balances therein and all proceeds of the foregoing.  Cash Collateral shall be maintained in blocked deposit accounts at Bank of Montreal.  If at any time the Administrative Agent determines that Cash Collateral is subject to any right or claim of any Person other than the Administrative Agent as herein provided, or that the total amount of such Cash Collateral is less than the applicable Fronting Exposure and other obligations secured thereby, the Borrowers or the relevant Defaulting Lender will, promptly upon demand by the Administrative Agent, pay or provide to the Administrative Agent additional Cash Collateral in an amount sufficient to eliminate such deficiency.

(ii)           Notwithstanding anything to the contrary contained in this Agreement, Cash Collateral provided under any of this Section 2.03 or 8.02(c) in respect of Letters of Credit shall be held and applied to the satisfaction of the specific L/C Obligations, and obligations to fund participations therein for which the Cash Collateral was provided (including, as to Cash Collateral provided by a Defaulting Lender, any interest accrued on such obligation), it being agreed that

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Cash Collateral provided in respect of obligations of Defaulting Lenders to L/C Issuers shall be applied on a pro rata basis as set forth in Section 2.14(a)(ii).

(iii)          Cash Collateral (or the appropriate portion thereof) provided to reduce Fronting Exposure or other obligations and not otherwise applied in accordance with Section 2.03(g)(ii) shall be released promptly following (A) the elimination of the applicable Fronting Exposure or other obligations giving rise thereto or (B) the Administrative Agent’s reasonable good faith determination that there exists excess Cash Collateral; provided, however,  that Cash Collateral furnished by or on behalf of the Borrowers shall not be released during the continuance of an Event of Default (and following application as provided in this Section 2.03 may be otherwise applied in accordance with Section 8.03).

(h)           Applicability of ISP and UCP.  Unless otherwise expressly agreed by the applicable L/C Issuer and the Borrower Agent when a Letter of Credit is issued (including any such agreement applicable to an Existing Letter of Credit), (i) the rules of the ISP shall apply to each standby Letter of Credit, and (ii) the rules of the Uniform Customs and Practice for Documentary Credits, as most recently published by the International Chamber of Commerce at the time of issuance shall apply to each commercial Letter of Credit.

(i)            Letter of Credit Fees.  (i) The Borrowers shall pay to the Administrative Agent, for the account of each Lender in accordance with its Pro Rata Share, a Letter of Credit fee for each Letter of Credit equal to the L/C Rate times the daily maximum amount available to be drawn under such Letter of Credit (whether or not such maximum amount is then in effect under such Letter of Credit).  Such Letter of Credit fees shall be computed on a quarterly basis in arrears.  Such Letter of Credit fees shall be due and payable on (i) the first Business Day after the end of each March, June, September and December, commencing on the first such date to occur after the issuance of such Letter of Credit, (ii) on the Letter of Credit Expiration Date and (iii) thereafter on demand.  If there is any change in the L/C Rate during any quarter, the daily maximum amount of each Letter of Credit shall be computed and multiplied by the L/C Rate separately for each period during such quarter that such L/C Rate was in effect.

(j)            Fronting Fee and Documentary and Processing Charges Payable to L/C Issuer.  The Borrowers shall pay directly to each L/C Issuer for its own account a fronting fee with respect to each Letter of Credit issued by such L/C Issuer equal to 1/4 of 1% (0.250%) per annum times the daily maximum amount available to be drawn under such Letter of Credit on the date such Letter of Credit is issued or renewed.  Such fee shall be due and payable on (i) the date of issuance of each Letter of Credit, and (ii) annually on each anniversary of such issuance date if such Letter of Credit is renewed or has an expiry date more than 365 days, in each case, as permitted under this Agreement.  In addition, the Borrowers shall pay directly to each L/C Issuer for its own account the customary issuance, presentation, amendment and other processing fees, and other standard costs and charges, of such L/C Issuer relating to letters of credit as from time to time in effect in connection with Letters of Credit issued by such L/C Issuer.  Such

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customary fees and standard costs and charges are due and payable on demand and are nonrefundable.

(k)           Conflict with Letter of Credit Application.  In the event of any conflict between the terms hereof and the terms of any Letter of Credit Application, the terms hereof shall control.

2.04.       Prepayments.

(a)           The Borrowers may, upon notice to the Administrative Agent by the Borrower Agent, at any time or from time to time voluntarily prepay Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than (A) 2:00 p.m. (Eastern time) 3 Business Days prior to any date of prepayment of Eurocurrency Rate Loans or Cash Collateralization of Bankers’ Acceptances (or BA Equivalent Notes), (B) 10:00 a.m. (Eastern time) on the date of prepayment of US Base Rate Loans and US Prime Rate Loans, and (C) 10:00 a.m. (Eastern time) on the date of prepayment of Cdn. Prime Rate Loans (ii) any prepayment of Eurocurrency Rate Loans or Cash Collateralization Bankers’ Acceptances (or BA Equivalent Notes) shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding.  Each such notice shall specify the date and amount of such prepayment (or Cash Collateralization with respect to Bankers’ Acceptances and BA Equivalent Notes) and whether such Loans are Eurocurrency Rate Loans, Bankers’ Acceptances (or BA Equivalent Notes) or Base Rate Loans and whether such Loans are US Dollar Loans or Cdn. Dollar Loans.  The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share of such prepayment.  If such notice is given by the Borrower Agent, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein.  Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.05 with respect to Eurocurrency Rate Loans.  Each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Pro Rata Shares.  With respect to Bankers’ Acceptances (and BA Equivalent Notes), the amount of such prepayment shall be held as Cash Collateral to be applied against the liability of the applicable Lender upon the maturity of such Bankers’ Acceptance or BA Equivalent Note being so prepaid.

(b)           Notwithstanding anything herein to the contrary, if an Overadvance exists as a result of currency fluctuations of Loans and Letters of Credit denominated in Cdn. Dollars, Borrowers shall, on the sooner of Administrative Agent’s demand or the first Business Day after any Borrower has actual knowledge thereof, repay the outstanding Cdn. Dollar Loans and/or Cash Collateralize outstanding L/C Obligations with respect to Cdn. Dollar Letters of Credit, in an amount such that after giving effect to such repayment of Cdn. Dollar Loans or Cash Collateralization of L/C Obligations with

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respect to Cdn. Dollar Letters of Credit, Total Outstandings do not exceed the Aggregate Commitments.

2.05.       Termination or Reduction of Commitments.  The Borrowers may, upon notice to the Administrative Agent by the Borrower Agent, terminate the Aggregate Commitments, or from time to time permanently reduce the Aggregate Commitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 12:00 p.m. (Eastern time) 2 Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrowers shall not terminate or reduce the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments, and (iv) if, after giving effect to any reduction of the Aggregate Commitments, the Letter of Credit Sublimit exceeds Aggregate Commitments, the Letter of Credit Sublimit shall be automatically reduced by the amount of such excess; provided, further, that any such reduction is subject to the Borrowers’ right to subsequently increase the Aggregate Commitments pursuant to Section 2.17.  Other than as set forth in clause (iv) above, the amount of any such Aggregate Commitment reduction shall not be applied to the Letter of Credit Sublimit or unless otherwise specified by the Borrower Agent.  The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Commitments.  Any reduction of the Aggregate Commitments shall be applied to the Commitment of each Lender according to its Pro Rata Share.  All facility and utilization fees accrued until the effective date of any termination of the Aggregate Commitments shall be paid on the effective date of such termination.

2.06.       Bankers’ Acceptances

(a)           To facilitate the issuance of Bankers’ Acceptances pursuant to this Agreement, the Canadian Borrower irrevocably appoints each Lender from time to time as the attorney-in-fact of the Canadian Borrower to execute, endorse and deliver on behalf of the Borrowers drafts in the forms prescribed by such Lender (if such Lender is a BA Lender) for Bankers’ Acceptances denominated in Cdn. Dollars (each such executed draft that has not yet been accepted by a Lender being referred to as a “Draft”) or non interest-bearing promissory notes of the Canadian Borrower in favour of such Lender (if such Lender is a Non BA Lender) (each such promissory note being referred to as a “BA Equivalent Note”).  Each Bankers’ Acceptance and BA Equivalent Note executed and delivered by a Lender on behalf of the Canadian Borrower as provided for in this Section 2.06 will be as binding upon the Borrowers as if it had been executed and delivered by a duly authorized officer of each of the Borrowers.

(b)           Notwithstanding the provisions of Section 2.06(a), the Canadian Borrower will from time to time as required by the applicable Lender provide to (a) each BA Lender an appropriate number of Drafts drawn by the Canadian Borrower upon such BA Lender and either payable to a clearing service (if such BA Lender is a member thereof) or payable to the Canadian Borrower and endorsed in blank by the Canadian Borrower (if such BA Lender is not a member of such clearing service), and (b) each Non BA Lender an appropriate number of BA Equivalent Notes in favour of such Non BA Lender.  The dates, maturity dates and face amounts of all Drafts and BA Equivalent Notes delivered

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by the Canadian Borrower must be left blank, to be completed by the Lenders as required by this Agreement.  Each Lender to which a Draft or BA Equivalent Note has been delivered by the Canadian Borrower will exercise the same degree of care in the custody of such Draft or BA Equivalent Note as such Lender would exercise with respect to its own property kept at the place at which the Drafts or BA Equivalent Notes are ordinarily kept by such Lender.  Each Lender, upon the written request of the Canadian Borrower, will promptly advise the Canadian Borrower of the number and designation, if any, of the Drafts and BA Equivalent Notes then held by it.  No Lender will be liable for its failure to accept a Draft or purchase a BA Equivalent Note as required by this Agreement if the cause of such failure is, in whole or in part, due to the failure of the Canadian Borrower to provide on a timely basis appropriate Drafts or BA Equivalent Notes to the applicable Lender as requested by such Lender on a timely basis.

(c)           Promptly following receipt of a Loan Notice requesting Bankers’ Acceptances, the Administrative Agent will (a) advise each BA Lender of the face amount and the term of the Draft to be accepted by it, and (b) advise each applicable Non BA Lender of the face amount and term of the BA Equivalent Note to be purchased by it.  All Drafts to be accepted from time to time by each BA Lender that is a member of a clearing service will be payable to such clearing service.  The term of all Bankers’ Acceptances and BA Equivalent Notes issued pursuant to any Loan Notice must be identical.  Each Bankers’ Acceptance and BA Equivalent Note must be dated the date such Bankers’ Acceptance or BA Equivalent Note is disbursed and issued and will be for a term of one, two, three or six months, provided that in no event will the term of a Bankers’ Acceptance or a BA Equivalent Note extend beyond the Maturity Date.  The face amount of the Draft (or the aggregate face amount of the Drafts) to be accepted at any time by each Lender that is a BA Lender, and the face amount of the BA Equivalent Note (or the aggregate face amount of the BA Equivalent Notes) to be purchased at any time by each Lender that is a Non BA Lender, will be determined by the Administrative Agent based upon the amounts of their respective Commitments; provided, that, if the face amount of a Draft or BA Equivalent Note which would otherwise be accepted or purchased by a Lender would not be Cdn$100,000 or a whole multiple thereof, the face amount shall be increased or reduced by the Agent in its sole discretion to Cdn$100,000 or the nearest whole multiple of that amount, as appropriate; provided that after such issuance, no Lender shall have aggregate outstanding Loans in excess of its Commitment.

(d)           Each BA Lender will complete and accept on the applicable date on which a Bankers’ Acceptance or BA Equivalent is disbursed, a Draft having a face amount (or Drafts having the face amounts) and term advised by the Administrative Agent pursuant to Section 2.06(c).  Each applicable BA Lender will purchase on the applicable date on which a Bankers’ Acceptance or BA Equivalent is disbursed all Bankers’ Acceptances accepted by it, for an aggregate price equal to the BA Discount Proceeds of such Bankers’ Acceptances.  The Canadian Borrower will ensure that there is delivered to each applicable BA Lender that is a member of a clearing service, and such BA Lender is hereby authorized to release, the Bankers’ Acceptance accepted by it to such clearing service upon receipt of confirmation that such clearing service holds such Bankers’ Acceptance for the account of such BA Lender.

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(e)           Each Non BA Lender, in lieu of accepting Drafts or purchasing Bankers’ Acceptances on any date such Bankers’ Acceptance is disbursed, will complete and purchase from the Canadian Borrower on the date such Bankers’ Acceptance is disbursed, of a BA Equivalent Note in a face amount and for a term identical to the face amount and term of the Drafts that such Non BA Lender would have been required to accept on such date that such Bankers’ Acceptance is disbursed if it were a BA Lender, for a price equal to the BA Discount Proceeds of such BA Equivalent Note (determined as if such BA Equivalent Note were a Bankers’ Acceptance).  Each Non BA Lender will be entitled, without charge, to exchange any BA Equivalent Note held by it for two or more BA Equivalent Notes of identical date and aggregate face amount, and the Canadian Borrower will execute and deliver to such Non BA Lender such replacement BA Equivalent Notes and such Non BA Lender will return the original BA Equivalent Note to the Canadian Borrower for cancellation.

(f)            The Canadian Borrower will pay to each BA Lender in respect of each Draft tendered by the Canadian Borrower to and accepted by such BA Lender, and to each Non BA Lender in respect of each BA Equivalent Note tendered to and purchased by such Non BA Lender, as a condition of such acceptance or purchase, the BA Stamping Fee.  A Lender is entitled to deduct and retain for its own account the amount of such fee from the amount to be transferred by such Lender to the Administrative Agent for the account of the Canadian Borrower pursuant to this Agreement in respect of the sale of the related Bankers’ Acceptance or of such BA Equivalent Note.

(g)           On the date of maturity of each Bankers’ Acceptance or BA Equivalent Note, the Borrowers will pay to the Administrative Agent, for the account of the holder of such Bankers’ Acceptance or BA Equivalent Note, in Cdn. Dollars an amount equal to the face amount of such Bankers’ Acceptance or BA Equivalent Note, as the case may be.  The obligation of the Canadian Borrower to make such payment will not be prejudiced by the fact that the holder of such Bankers’ Acceptance is the Lender that accepted such Bankers’ Acceptances.  No days of grace may be claimed by the Canadian Borrower for the payment at maturity of any Bankers’ Acceptance or BA Equivalent Note.  If any Borrower does not make such payment from the proceeds of a Loan obtained under this Agreement or otherwise, the amount of such required payment will be deemed to be a Cdn. Prime Rate Loan to the Canadian Borrower from the Lender that accepted such Banker’s Acceptance or purchased such BA Equivalent Note.

(h)           The signature of any duly authorized officer of the Canadian Borrower on a Draft or a BA Equivalent Note may be mechanically reproduced in facsimile, and all Drafts and BA Equivalent Notes bearing such facsimile signature will be as binding upon the Canadian Borrower as if they had been manually signed by such officer, notwithstanding that such Person whose manual or facsimile signature appears on such Draft or BA Equivalent Note may no longer hold office at the date of such Draft or BA Equivalent Note or at the date of acceptance of such Draft by a BA Lender or at any time thereafter.

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2.07.       Interest.

(a)           Subject to the provisions of subsection (b) below, (i) each Eurocurrency Rate Loan shall bear interest on the outstanding principal amount thereof for each Interest Period at a rate per annum equal to the Eurocurrency Rate for such Interest Period plus the Applicable Rate; and (ii) each Base Rate Loan shall bear interest on the outstanding principal amount thereof from the applicable borrowing date at a rate per annum equal to the Base Rate plus the Applicable Rate.

(b)           In the event any amount due hereunder or under any other Loan Document (including, without limitation, any interest payment) is not paid when due (whether by acceleration or otherwise), the Borrowers shall pay interest on such unpaid amount (including, without limitation, interest on interest) at a fluctuating interest rate per annum equal to the Default Rate to the fullest extent permitted by applicable Law.  Accrued and unpaid interest on past due amounts (including interest on past due interest) shall be due and payable upon demand.

(c)           Interest on each Loan shall be due and payable in arrears on each Interest Payment Date applicable thereto and at such other times as may be specified herein.  Interest hereunder shall be due and payable in accordance with the terms hereof before and after judgment, and before and after the commencement of any proceeding under any Debtor Relief Law.

2.08.       Fees.  In addition to certain fees described in subsections (i) and (j) of Section 2.03:

(a)           Commitment Fee.  The Borrowers shall pay to the Administrative Agent for the account of each Lender in accordance with its Pro Rata Share a Commitment Fee at a per annum rate equal to the Applicable Rate on the average daily Available Aggregate Commitment from the date hereof to and including the Maturity Date.  The Commitment Fee shall accrue at all times during the Availability Period (and thereafter so long as any Loans or L/C Obligations remain outstanding), including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each calendar quarter, commencing with the first such date to occur after the Closing Date, and on the Maturity Date (and, if applicable, thereafter on demand).  The Commitment Fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.  For purposes of determining the Available Aggregate Commitment, the US Dollar Equivalent of Cdn. Dollar Loans shall be calculated on the basis of the Bank of Canada noon spot rate in effect on the first Business Day of each month.

(b)           Upfront Fees.  On the Closing Date, the Borrowers shall pay to the Administrative Agent for the ratable benefit of each of the Lenders an upfront fee in an amount equal to which is 0.75% of the total amount each such Lender’s Commitment.  Such fees shall be fully earned when paid and shall not be refundable for any reason whatsoever.

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(c)           Other Fees.  The Borrowers shall pay to the Arranger and the Administrative Agent for their own respective accounts fees in the amounts and at the times specified in the Fee Letter.  Such fees shall be fully earned when paid and shall not be refundable for any reason whatsoever.  On the Closing Date, the Borrowers shall pay to the Administrative Agent for the ratable benefit of the Lenders the other fees set forth in the Fee Letter.  Such fees shall be fully earned when paid and shall not be refundable for any reason whatsoever.

2.09.       Computation of Interest and Fees.

(a)           All computations of interest for Base Rate Loans when the Base Rate is determined by Bank of Montreal’s “prime rate”, whether for Cdn. Dollars or US Dollars, shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed.  All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year).  Interest shall accrue on each Loan for the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid, provided that any Loan that is repaid on the same day on which it is made shall, subject to Section 2.11(a), bear interest for one day.

(b)           Unless otherwise stated, wherever in this Agreement reference is made to a rate of interest “per annum” or a similar expression is used, such interest will be calculated on the basis of a calendar year of 365 days or 366 days, as the case may be, and using the nominal rate method of calculation and not the effective rate method of calculation or on any other basis that gives effect to the principle of deemed reinvestment of interest.  Interest will continue to accrue after maturity and default and/or judgment, if any, until payment thereof, and interest will accrue on overdue interest, if any.

2.10.       Evidence of Debt.

(a)           Agent Record; Notes.  The Credit Extensions made by each Lender shall be evidenced by one or more accounts or records maintained by such Lender and by the Administrative Agent in the ordinary course of business.  The accounts or records maintained by the Administrative Agent and each Lender shall be conclusive absent manifest error of the amount of the Credit Extensions made by the Lenders to the Borrowers and the interest and payments thereon.  Any failure to so record or any error in doing so shall not, however, limit or otherwise affect the obligation of the Borrowers hereunder to pay any amount owing with respect to the Obligations.  In the event of any conflict between the accounts and records maintained by any Lender and the accounts and records of the Administrative Agent in respect of such matters, the accounts and records of the Administrative Agent shall control in the absence of manifest error.  Upon the request of any Lender made through the Administrative Agent, Borrowers shall execute and deliver to such Lender (through the Administrative Agent) a Note, which shall evidence such Lender’s Loans in addition to such accounts or records.  Each Lender may attach schedules to its Note and endorse thereon the date, Type (if applicable), amount and maturity of its Loans and payments with respect thereto.

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(b)           Lender Records.  In addition to the accounts and records referred to in subsection (a), each Lender and the Administrative Agent shall maintain in accordance with its usual practice accounts or records evidencing the purchases and sales by such Lender of participations in Letters of Credit.  In the event of any conflict between the accounts and records maintained by the Administrative Agent and the accounts and records of any Lender in respect of such matters, the accounts and records of the Administrative Agent shall control in the absence of manifest error.

(c)           Loan Accounts.  The Administrative Agent shall maintain in accordance with its usual and customary practices an account or accounts for each of the US Borrowers and the Canadian Borrower (“Loan Accounts”) evidencing the Indebtedness of the Borrowers resulting from each Loan or issuance of a Letter of Credit from time to time.  Any failure of the Administrative Agent to record anything in the Loan Account, or any error in doing so, shall not limit or otherwise affect the obligation of Borrowers to pay any amount owing hereunder.  The Administrative Agent may maintain a single Loan Account in the name of the Canadian Borrower and a single Loan Account in the name of each of APG and APT, and each Borrower confirms that such arrangement shall have no effect on the joint and several character of its liability for the Obligations.

(d)           Entries Binding.  Entries made in the Loan Accounts shall constitute presumptive evidence of the information contained therein.  If any information contained in the Loan Accounts is provided to or inspected by any Person, then such information shall be conclusive and binding on such Person for all purposes absent manifest error, except to the extent such Person notifies the Administrative Agent in writing within 30 days after receipt or inspection that specific information is subject to dispute.

2.11.       Payments Generally.

(a)           Payments.

(i)            All payments to be made by the Borrowers shall be made without condition or deduction for any counterclaim, defense, recoupment or set-off.  Except as otherwise expressly provided herein, all payments by the Borrowers hereunder shall be made to the Administrative Agent, for the account of the respective Lenders to which such payment is owed, at the Administrative Agent’s Office in US Dollars or Cdn. Dollars, as applicable, and in Same Day Funds (A) with respect to the payments in US Dollars, not later than 2:00 p.m. (Eastern time) on the date specified herein and (B) with respect to payments in Cdn. Dollars, not later than 2:00 p.m. (Eastern time) on the date specified herein.  The Administrative Agent will promptly distribute to each Lender its Pro Rata Share (or other applicable share as provided herein) of such payment in like funds as received by wire transfer to such Lender’s Lending Office.  All payments received by the Administrative Agent after 3:00 p.m. (Eastern time) shall be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. Without limiting the generality of the foregoing, the Administrative Agent may require that any payments due under this Agreement be made in the United States.  If, for any reason, any Borrower is

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prohibited by any Law from making any required payment hereunder in Cdn. Dollars, such Borrower shall make such payment in US Dollars in the US Dollar Equivalent of the Cdn. Dollar payment amount.

(ii)           The Administrative Agent may (but shall not be required to), in its discretion, retain any payments or other funds received by the Administrative Agent that are to be provided to a Defaulting Lender hereunder, and may apply such funds to such Lender’s defaulted obligations or readvance the funds to Borrowers in accordance with this Agreement.  The failure of any Lender to fund a Loan, to make any payment in respect of L/C Obligations or to otherwise perform its obligations hereunder shall not relieve any other Lender of its obligations, and no Lender shall be responsible for default by another Lender.  The Lenders and the Administrative Agent agree (which agreement is solely among them, and not for the benefit of or enforceable by any Borrower) that, solely for purposes of determining a Defaulting Lender’s right to vote on matters relating to the Loan Documents and to share in payments, fees and Collateral proceeds thereunder, a Defaulting Lender shall not be deemed to be a “Lender” until all its defaulted obligations have been cured.

(iii)          The Loans, L/C Obligations and other Obligations shall constitute one general obligation of the Borrowers and (unless otherwise expressly provided in any Loan Document) shall be secured by the Liens in favor of the Administrative Agent and the Collateral Agent, as applicable, for the benefit of the Secured Parties, upon all Collateral; provided, however, that the Administrative Agent and each Lender shall be deemed to be a creditor of, and the holder of a separate claim against, each Borrower to the extent of any Obligations jointly or severally owed by such Borrower.

(iv)          All repayments, prepayments or reimbursements with respect to Loans, Letters of Credit and other Obligations of the US Borrowers shall be made to the Administrative Agent’s Office in Chicago and, subject to the discretion of the Administrative Agent in Section 2.11(a)(i), all repayments, prepayments or reimbursements with respect to Loans, Letters of Credit and other Obligations of the Canadian Borrower shall be made to the Administrative Agent’s Office in Toronto.

(b)           Payment after Business Day.  If any payment to be made by the Borrowers shall come due on a day other than a Business Day, payment shall be made on the next following Business Day, and such extension of time shall be reflected in computing interest or fees, as the case may be.

(c)           Failure to Make Payment.  Unless the Borrower Agent or any Lender has notified the Administrative Agent, prior to the date any payment is required to be made by it to the Administrative Agent hereunder, that the Borrowers or such Lender, as the case may be, will not make such payment, the Administrative Agent may assume that the Borrowers or such Lender, as the case may be, have or has timely made such payment and may (but shall not be so required to), in reliance thereon, make available a

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corresponding amount to the Person entitled thereto.  If and to the extent that such payment was not in fact made to the Administrative Agent in immediately available funds, then:

(i)            if the Borrowers failed to make such payment, each Lender shall forthwith on demand repay to the Administrative Agent the portion of such assumed payment that was made available to such Lender in immediately available funds, together with interest thereon in respect of each day from and including the date such amount was made available by the Administrative Agent to such Lender to the date such amount is repaid to the Administrative Agent in immediately available funds at the Federal Funds Rate from time to time in effect for amounts in US Dollars (and at the Administrative Agent’s cost of funds for amounts in Cdn. Dollars); and

(ii)           if any Lender failed to make such payment, such Lender shall forthwith on demand pay to the Administrative Agent the amount thereof in immediately available funds, together with interest thereon for the period from the date such amount was made available by the Administrative Agent to the Borrowers to the date such amount is recovered by the Administrative Agent (the “Compensation Period”) at a rate per annum equal to the Federal Funds Rate from time to time in effect for amounts in US Dollars (and at the Administrative Agent’s cost of funds for amounts in Cdn. Dollars). If such Lender pays such amount to the Administrative Agent, then such amount shall constitute such Lender’s Loan included in the applicable Borrowing.  If such Lender does not pay such amount forthwith upon the Administrative Agent’s demand therefor, the Administrative Agent may make a demand therefor upon the Borrowers, and the Borrowers shall pay such amount to the Administrative Agent, together with interest thereon for the Compensation Period at a rate per annum equal to the rate of interest applicable to the applicable Borrowing.  Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its Commitment or to prejudice any rights which the Administrative Agent or the Borrowers may have against any Lender as a result of any default by such Lender hereunder.

A notice of the Administrative Agent to any Lender or the Borrowers with respect to any amount owing under this subsection (c) shall be conclusive, absent manifest error.

(d)           Return of Funds.  If any Lender makes available to the Administrative Agent funds for any Loan to be made by such Lender as provided in the foregoing provisions of this Article II, and such funds are not made available to the applicable Borrower by the Administrative Agent because the conditions to the applicable Credit Extension set forth in Article IV are not satisfied or waived in accordance with the terms hereof, the Administrative Agent shall return such funds (in like funds as received from such Lender) to such Lender, without interest.

(e)           Obligations of Lenders.  The obligations of the Lenders hereunder to make Loans and to fund participations in Letters of Credit are several and not joint.  The failure of any Lender to make any Loan or to fund any such participation on any date required

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hereunder shall not relieve any other Lender of its corresponding obligation to do so on such date, and no Lender shall be responsible for the failure of any other Lender to so make its Loan or purchase its participation.

(f)            Manner of Obtaining Loans.  Nothing herein shall be deemed to obligate any Lender to obtain the funds for any Loan in any particular place or manner or to constitute a representation by any Lender that it has obtained or will obtain the funds for any Loan in any particular place or manner.

2.12.       Sharing of Payments.  If, other than as expressly provided elsewhere herein, any Lender shall obtain on account of the Loans made by it, or the participations in L/C Obligations held by it, any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) in excess of its ratable share (or other share contemplated hereunder) thereof, such Lender shall immediately (a) notify the Administrative Agent of such fact, and (b) purchase from the other Lenders such participations in the Loans made by them and/or such subparticipations in the participations in L/C Obligations held by them, as the case may be, as shall be necessary to cause such purchasing Lender to share the excess payment in respect of such Loans or such participations, as the case may be, pro rata with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from the purchasing Lender under any of the circumstances described in Section 10.05 (including pursuant to any settlement entered into by the purchasing Lender in its discretion), such purchase shall to that extent be rescinded and each other Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s ratable share (according to the proportion of (i) the amount of such paying Lender’s required repayment to (ii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered, without further interest thereon.  The Borrowers agree that any Lender so purchasing a participation from another Lender may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off, but subject to Section 10.08) with respect to such participation as fully as if such Lender were the direct creditor of the Borrowers in the amount of such participation.  The Administrative Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participations purchased under this Section and will in each case notify the Lenders following any such purchases or repayments.  Each Lender that purchases a participation pursuant to this Section shall from and after such purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender were the original owner of the Obligations purchased.

2.13.       Marshaling; Payments Set Aside.  None of the Administrative Agent or Lenders shall be under any obligation to marshal any assets in favor of any Loan Party or against any Obligations.  If any payment by or on behalf of Borrowers is made to the Administrative Agent, any L/C Issuer or any Lender, or the Administrative Agent, any L/C Issuer or any Lender exercises a right of setoff, and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by the Administrative Agent, such L/C Issuer or such Lender in its discretion) to be repaid to a trustee, receiver or any other Person, then to the extent of such recovery, the Obligation originally intended to be satisfied, and all Liens, rights

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and remedies relating thereto, shall be revived and continued in full force and effect as if such payment had not been made or such setoff had not occurred.

2.14.       Defaulting Lenders.

(a)           Adjustments.  Notwithstanding anything to the contrary contained in this Agreement, if any Lender becomes a Defaulting Lender, then, until such time as that Lender is no longer a Defaulting Lender, to the extent permitted by applicable Law:

(i)            Waivers and Amendments.  That Defaulting Lender’s right to approve or disapprove any amendment, waiver or consent with respect to this Credit Agreement shall be restricted as set forth in Section 10.1.

(ii)           Reallocation of Payments.  Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of that Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 8.03 or otherwise, and including any amounts made available to the Administrative Agent by that Defaulting Lender pursuant to Section 10.8), shall be applied at such time or times as may be determined by the Administrative Agent as follows:  first, to the payment of any amounts owing by that Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by that Defaulting Lender to the L/C Issuers hereunder; third, if so determined by the Administrative Agent or requested by any L/C Issuer, to be held as Cash Collateral for future funding obligations of that Defaulting Lender of any participation in any Letter of Credit; fourth, as the Borrowers may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which that Defaulting Lender has failed to fund its portion thereof as required by this Credit Agreement; fifth, if so determined by the Administrative Agent and the Borrowers, to be held in an interest bearing deposit account and released in order to satisfy obligations of that Defaulting Lender to fund Loans under this Agreement; sixth, to the payment of any amounts owing to the Lenders or the L/C Issuers as a result of any judgment of a court of competent jurisdiction obtained by any Lender or any L/C Issuer against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrowers as a result of any judgment of a court of competent jurisdiction obtained by the Borrowers against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to that Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or L/C Borrowings in respect of which that Defaulting Lender has not fully funded its appropriate share and (y) such Loans or L/C Borrowings were made at a time when the conditions set forth in Section 4.2 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Borrowings owed to, all non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Advances owed to, that Defaulting Lender.  Any payments, prepayments or other

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amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.14(a)(ii) shall be deemed paid to and redirected by that Defaulting Lender, and each Lender irrevocably consents hereto.  Promptly (x) upon a Lender ceasing to be a Defaulting Lender in accordance with the terms of this Agreement or (y) following termination of this Agreement (including the termination of all Letters of Credit issued hereunder) and the payment of all amounts owed under this Agreement (other than unasserted contingent obligations which by their terms survive the termination of this Agreement), all amounts, if any, held in a deposit account pursuant to this Section 2.14(a) shall be returned to such Lender or Defaulting Lender, as applicable.

(iii)          Certain Fees.  That Defaulting Lender (x) shall not be entitled to receive any Commitment Fee for any period during which that Lender is a Defaulting Lender (and the Borrowers shall not be required to pay any such fee that otherwise would have been required to have been paid to that Defaulting Lender) and (y) shall be limited in its right to receive Letter of Credit fees as provided in Section 2.03(i).

(iv)          Reallocation of Applicable Percentages to Reduce Fronting Exposure.  During any period in which there is a Defaulting Lender, for purposes of computing the amount of the obligation of each non-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit pursuant to Section 2.03, the Pro Rata Share of each non-Defaulting Lender shall be computed without giving effect to the Commitment of that Defaulting Lender; provided, that, (i) each such reallocation shall be given effect only if, at the date the applicable Lender becomes a Defaulting Lender, no Default or Event of Default exists; and (ii) the aggregate obligation of each non-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit shall not exceed the positive difference, if any, of (1) the Commitment of that non-Defaulting Lender minus (2) the aggregate outstanding principal amount of the Loans of that Lender.

(b)           Defaulting Lender Cure.  If a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, as reasonably determined by the Borrowers, the Administrative Agent and each L/C Issuer, such Defaulting Lender shall no longer be deemed to be a Defaulting Lender and the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateral), that Lender will, to the extent applicable, purchase that portion of outstanding Loans of the other Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the Loans and funded and unfunded participations in Letters of Credit to be held on a pro rata basis by the Lenders in accordance with their Pro Rata Shares (without giving effect to Section 2.14(a)(iv)), whereupon that Lender will cease to be a Defaulting Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrowers while that Lender was a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no

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change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender

2.15.       Effect of Termination; Survival.  On the effective date of any termination of the entire Commitments, all Obligations (other than Bank Product Debt and Swap Obligations) shall be immediately due and payable, and any Lender may terminate its and its Affiliates’ Bank Products or Swap Contracts if expressly permitted to do so in the agreements relating to such Bank Products or such or Swap Contracts, as applicable.  All undertakings of the Borrowers contained in the Loan Documents shall survive any termination, and the Administrative Agent shall retain its Liens in the Collateral and all of its rights and remedies under the Loan Documents until Full Payment of the Obligations.  Sections 2.03, 3.01, 3.03, 3.04, 3.05 and 10.04, this Section, Articles III and IX, and the obligation of each Loan Party and Lender with respect to each indemnity given by it in any Loan Document, shall, in each case, survive termination of the Aggregate Commitments, Full Payment of the Obligations and any release relating to this credit facility.

2.16.       Repayment of Loans.  The Borrowers shall repay to the Lenders on the Maturity Date the aggregate principal amount of Loans outstanding on such date.

2.17.       Increase Option.  The Borrowers may from time to time elect to increase the Aggregate Commitments, in each case in minimum increments of $10,000,000 or such lower amount as the Borrowers and the Administrative Agent agree upon, so long as, after giving effect thereto, the aggregate amount of such increases does not exceed $50,000,000.  The Borrowers may arrange for any such increase to be provided by one or more Lenders (each Lender so agreeing to an increase in its Commitment, an “Increasing Lender”), or by one or more new banks, financial institutions or other entities (each such new bank, financial institution or other entity, an “Augmenting Lender”), to increase their existing Commitments, or extend Commitments, as the case may be; provided that (i) each Augmenting Lender and each Increasing Lender shall be subject to the reasonable approval of the Borrowers, the Administrative Agent, and each LC Issuer and (ii) (x) in the case of an Increasing Lender, the Borrowers and such Increasing Lender execute an agreement substantially in the form of Exhibit H hereto, and (y) in the case of an Augmenting Lender, the Borrowers and such Augmenting Lender execute an agreement substantially in the form of Exhibit I hereto.  No consent of any Lender (other than the Lenders participating in the increase) shall be required for any increase in Revolving Commitments pursuant to this Section 2.17.  Increases and new Commitments created pursuant to this Section 2.17 shall become effective on the date agreed by the Borrowers, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Administrative Agent shall notify each Lender thereof.  Notwithstanding the foregoing, no increase in the Aggregate Commitments (or in the Commitment of any Lender) shall become effective under this paragraph unless, (i) on the proposed date of the effectiveness of such increase, (A) the conditions set forth in paragraphs (a), (b) and (c) of Section 4.2 shall be satisfied or waived by the Required Lenders and the Administrative Agent shall have received a certificate to that effect dated such date and executed by an Authorized Officer of the Borrowers and (B) the Borrowers shall be in pro forma compliance with the covenants contained in Section 7.11 for the previous four-quarter period for which financial statements have been delivered and (ii) the Administrative Agent shall have received documents consistent with those

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delivered on the date hereof as to the corporate power and authority of the Borrowers to borrow hereunder after giving effect to such increase.  On the effective date of any increase in the Aggregate Commitments, (i) each relevant Increasing Lender and Augmenting Lender shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine, for the benefit of the other Lenders, as being required in order to cause, after giving effect to such increase and the use of such amounts to make payments to such other Lenders, each Lender’s portion of the outstanding Loans of all the Lenders to equal its Pro Rata Share of such outstanding Loans, and (ii) the Borrowers shall be deemed to have repaid and reborrowed all outstanding Loans as of the date of any increase in the Aggregate Commitments (with such reborrowing to consist of the Types of Loans, with related Interest Periods if applicable, specified in a notice delivered by the Borrower Agent, in accordance with the requirements of Section 2.02).  The deemed payments made pursuant to clause (ii) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, (x) in respect of each Eurocurrency Rate Loan, shall be subject to indemnification by the Borrowers pursuant to the provisions of Section 3.06 and (y) in respect of each Bankers’ Acceptance (or BA Equivalent Note), shall be Cash Collateralized by the Borrowers in accordance with the provisions of Section 2.04(a), in each case, if the deemed payment occurs other than on the last day of the related Interest Periods.

ARTICLE III.
TAXES, YIELD PROTECTION AND ILLEGALITY

3.01.       Taxes.

(a)           Payments Free of Taxes.  Any and all payments by or on account of any obligation of the Borrowers hereunder or under any other Loan Document shall be made without deduction or withholding for any Taxes, except as required by applicable law. If any applicable Law requires the deduction or withholding of any Tax from any such payment by the Borrowers, then the Borrowers shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and, if such Tax is an Indemnified Tax, then the sum payable by the Borrowers shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section) the Administrative Agent, Lender or L/C Issuer, as the case may be, receives an amount equal to the sum it would have received had no such deduction or withholding been made.

(b)           Payment of Other Taxes by the Borrowers.  Without limiting the provisions of subsection (a) above, the Borrowers shall timely pay any Other Taxes to the relevant Governmental Authority in accordance with applicable Law.

(c)           Indemnification by the Borrowers.  The Borrowers shall indemnify the Administrative Agent, each Lender and each L/C Issuer, within 10 days after demand therefor, for the full amount of any Indemnified Taxes with respect to this Agreement or any other Loan Document (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section) paid by the Administrative Agent,

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such Lender or such L/C Issuer, as the case may be, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority.  A certificate as to the amount of such payment or liability delivered to the Borrowers by a Lender or an L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender or an L/C Issuer, shall be conclusive absent manifest error.

(d)           Evidence of Payments.  As soon as practicable after any payment of Indemnified Taxes by the Borrowers to a Governmental Authority, the Borrower Agent shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Administrative Agent.

(e)           Status of Lenders.

(i)            Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments hereunder or under any other Loan Document shall deliver to the Borrower Agent (with a copy to the Administrative Agent), at the time or times prescribed by applicable Law or reasonably requested by the Borrower Agent or the Administrative Agent, such properly completed and executed documentation prescribed by applicable Law or reasonably requested by the Borrower Agent or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding.  In addition, any Lender, if requested by the Borrower Agent or the Administrative Agent, shall deliver such other documentation prescribed by applicable Law or reasonably requested by the Borrower Agent or the Administrative Agent as will enable the Borrower Agent or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements.

(ii)           Without limiting the generality of the foregoing, in the event that a Borrower is resident for tax purposes in the United States, (A) any Lender that is a U.S. Person shall deliver to the Borrower Agent and the Administrative Agent on or prior to the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower Agent or the Administrative Agent), executed originals of IRS Form W-9 certifying that such Lender is exempt from U.S. federal backup withholding tax; and (B) any Foreign Lender shall deliver to the Borrower Agent and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the request of the Borrower Agent or the Administrative Agent, but only if such Foreign Lender is legally entitled to do so), whichever of the following is applicable:

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(A)          executed originals of Internal Revenue Service Form W-8BEN claiming eligibility for benefits of an income tax treaty to which the United States is a party,

(B)          executed originals of Internal Revenue Service Form W-8ECI,

(C)          in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under section 881(c) of the Code, (x) a certificate to the effect that such Foreign Lender is not (1) a “bank” within the meaning of section 881(c)(3)(A) of the Code, (2) a “10 percent shareholder” of the Canadian Borrower within the meaning of section 881(c)(3)(B) of the Code, or (3) a “controlled foreign corporation” described in section 881(c)(3)(C) of the Code (a “US Tax Compliance Certificate”) and (y) executed originals of Internal Revenue Service Form W-8BEN,

(D)          to the extent a Foreign Lender is not the beneficial owner, executed originals of Internal Revenue Service Form W-8IMY, accompanied by Internal Revenue Service Form W-8ECI, Internal Revenue Service Form W-8BEN, a U.S. Tax Compliance Certificate, Internal Revenue Service Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if the Foreign Lender is a partnership and one or more direct or indirect partners of such Foreign Lender are claiming the portfolio interest exemption, such Foreign Lender may provide a U.S. Tax Compliance Certificate on behalf of each such direct and indirect partner, or

(E)           executed originals of any other form prescribed by applicable Law as a basis for claiming exemption from or a reduction in United States Federal withholding tax duly completed together with such supplementary documentation as may be prescribed by applicable Law to permit the Borrower Agent to determine the withholding or deduction required to be made.

(f)            FATCA.  If a payment made to a Lender under any Loan Document would be subject to U.S. Federal withholding Tax imposed by FATCA if such Lender fails to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the Borrowers and the Administrative Agent at such time or times prescribed by applicable Law and at such time or times reasonably requested by the Borrowers or the Administrative Agent (i) a certification signed by the chief financial officer, principal accounting officer, treasurer or controller, and (ii) other documentation reasonably requested by the Borrowers and the Administrative Agent sufficient for the Administrative Agent and the Borrowers to comply with their obligations under FATCA and to determine that such Lender has complied with such applicable reporting requirements.

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Each Lender shall provide new forms (or successor forms) upon the expiration or obsolescence of any previously delivered forms and to promptly notify the Administrative Agent of any change in circumstances which would modify or render invalid any claimed exemption or reduction.  In addition, any Lender, if requested by the Borrowers or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrowers or the Administrative Agent as will enable the Borrowers or the Administrative Agent to determine whether such Lender is subject to backup or other withholding or other information reporting requirements.

(g)           Treatment of Certain Refunds.  If the Administrative Agent, any Lender or any L/C Issuer determines, in its sole discretion, that it has received a refund of any Taxes or Other Taxes as to which it has been indemnified by a Borrower or with respect to which a Borrower has paid additional amounts pursuant to this Section, it shall pay to such Borrower an amount equal to such refund (but only to the extent of indemnity payments made, or additional amounts paid, by such Borrower under this Section with respect to the Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket expenses of the Administrative Agent, such Lender or such L/C Issuer, as the case may be, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund), provided that the Borrowers, upon the request of the Administrative Agent, such Lender or such L/C Issuer, agree to repay the amount paid over to such  Borrower (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Administrative Agent, such Lender or such L/C Issuer in the event the Administrative Agent, such Lender or such L/C Issuer is required to repay such refund to such Governmental Authority.  The Administrative Agent, any Lender and any L/C Issuer shall use commercially reasonable efforts to obtain a refund of Indemnified Taxes to which, in its sole discretion, it determines it is entitled.  This subsection shall not be construed to require the Administrative Agent, any Lender or such L/C Issuer to make available its tax returns (or any other information relating to its taxes that it deems confidential) to the Borrowers or any other Person.

3.02.       Illegality.  If any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its applicable Lending Office to make, maintain or fund Eurocurrency Rate Loans or Bankers’ Acceptances, or to determine or charge interest rates based upon the Eurocurrency Rate or Bankers’ Acceptances, or any Governmental Authority has imposed material restrictions on the authority of such Lender to purchase or sell, or to take deposits of, US Dollars in the London interbank market, then, on notice thereof by such Lender to the Borrowers through the Administrative Agent, any obligation of such Lender to make or continue Eurocurrency Rate Loans or Bankers’ Acceptances or to convert Base Rate Loans to Eurocurrency Rate Loans or Bankers’ Acceptances, as applicable shall be suspended until such Lender notifies the Administrative Agent and the Borrowers that the circumstances giving rise to such determination no longer exist.  Upon receipt of such notice, the Borrowers shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all Eurocurrency Rate Loans of such Lender into US Base Rate Loans or US Prime Rate Loans, as applicable, and convert all Bankers’ Acceptances (or BA Equivalent Notes) of such Lender into Cdn. Prime Rate Loans, as applicable, either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such

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Eurocurrency Rate Loans or Bankers’ Acceptances to such day, or immediately, if such Lender may not lawfully continue to maintain such Eurocurrency Rate Loans or Bankers’ Acceptances.  Upon any such prepayment or conversion, the Borrowers shall also pay accrued interest, if any, on the amount so prepaid or converted.

3.03.       Inability to Determine Rates.  If the Required Lenders determine that for any reason in connection with any request for a Eurocurrency Rate Loan or a Bankers’ Acceptance (or BA Equivalent Note), as applicable, or a conversion to or continuation thereof that (a) US Dollar deposits are not being offered to banks in the London interbank Eurodollar market for the applicable amount and Interest Period of such Eurocurrency Rate Loan or a Bankers’ Acceptance (or BA Equivalent Note), as applicable, (b) adequate and reasonable means do not exist for determining the Eurocurrency LIBOR Rate or BA Discount Rate, as applicable, for any requested Interest Period with respect to a proposed Eurocurrency Rate Loan or a Bankers’ Acceptance (or BA Equivalent Note), as applicable, or (c) the Eurocurrency LIBOR Rate or BA Discount Rate, as applicable, for any requested Interest Period with respect to a proposed Eurocurrency Rate Loan or a Bankers’ Acceptance (or BA Equivalent Note), as applicable, does not adequately and fairly reflect the cost to such Lenders of funding such Loan, the Administrative Agent will promptly so notify the Borrowers and each Lender.  Thereafter, the obligation of the Lenders to make or maintain Eurocurrency Rate Loans or a Bankers’ Acceptance (or BA Equivalent Note), as applicable, shall be suspended until the Administrative Agent (upon the instruction of the Required Lenders) revokes such notice.  Upon receipt of such notice, the Borrowers may revoke any pending request for a Borrowing of, conversion to or continuation of Eurocurrency Rate Loans or a Bankers’ Acceptance (or BA Equivalent Note), as applicable, or, failing that, will be deemed to have converted such request into a request for a Borrowing of (a) US Base Rate Loans to the Canadian Borrower or US Prime Rate Loans to the US Borrowers, as applicable, in the amount specified therein with respect to Eurocurrency Rate Loans, or (b) Cdn. Prime Rate Loans in the amount specified therein with respect to Bankers’ Acceptances (or BA Equivalent Notes).

3.04.       Increased Costs.

(a)           Increased Costs Generally.  If any Change in Law shall:

(i)            impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement reflected in the Eurocurrency Rate) or the any L/C Issuer;

(ii)           subject any Lender or any L/C Issuer to any tax of any kind whatsoever with respect to this Agreement, any Letter of Credit, any participation in a Letter of Credit or any Eurocurrency Rate Loan or Bankers’ Acceptance made by it, or change the basis of taxation of payments to such Lender or such L/C Issuer in respect thereof (except for Indemnified Taxes covered by Section 3.01 and the imposition of, or any change in the rate of, any Excluded Tax payable by such Lender or such L/C Issuer); or

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(iii)          impose on any Lender or any L/C Issuer or the London interbank market any other condition, cost or expense affecting this Agreement or Eurocurrency Rate Loans made by such Lender or any Letter of Credit or participation therein;

and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any Eurocurrency Rate Loan or Bankers’ Acceptance (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender or such L/C Issuer of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender or such L/C Issuer hereunder (whether of principal, interest or any other amount) then, upon request of such Lender or such L/C Issuer, the Borrowers will pay to such Lender or such L/C Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or such L/C Issuer, as the case may be, for such additional costs incurred or reduction suffered.

(b)           Capital Requirements.  If any Lender or any L/C Issuer determines that any Change in Law affecting such Lender or such L/C Issuer or any Lending Office of such Lender or such Lender’s or such L/C Issuer’s holding company, if any, regarding capital requirements has or would have the effect of reducing the rate of return on such Lender’s or such L/C Issuer’s capital or on the capital of such Lender’s or such L/C Issuer’s holding company, if any, as a consequence of this Agreement, the Commitments of such Lender or the Loans made by, or participations in Letters of Credit held by, such Lender, or the Letters of Credit issued by such L/C Issuer, to a level below that which such Lender or such L/C Issuer or such Lender’s or such L/C Issuer’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or such L/C Issuer’s policies and the policies of such Lender’s or such L/C Issuer’s holding company with respect to capital adequacy), then from time to time the Borrowers will pay to such Lender or such L/C Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or such L/C Issuer or such Lender’s or such L/C Issuer’s holding company for any such reduction suffered.

(c)           Certificates for Reimbursement.  A certificate of a Lender or an L/C Issuer setting forth the amount or amounts necessary to compensate such Lender or such L/C Issuer or its holding company, as the case may be, as specified in subsection (a) or (b) of this Section and delivered to the Borrowers shall be conclusive absent manifest error.  The Borrowers shall pay such Lender or such L/C Issuer, as the case may be, the amount shown as due on any such certificate within 10 days after receipt thereof.

(d)           Delay in Requests.  Failure or delay on the part of any Lender or any L/C Issuer to demand compensation pursuant to the foregoing provisions of this Section shall not constitute a waiver of such Lender’s or such L/C Issuer’s right to demand such compensation, provided that the Borrowers shall not be required to compensate a Lender or such L/C Issuer pursuant to the foregoing provisions of this Section for any increased costs incurred or reductions suffered more than six months prior to the date that such Lender or such L/C Issuer, as the case may be, notifies the Borrowers of the Change in

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Law giving rise to such increased costs or reductions and of such Lender’s or such L/C Issuer’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the six-month period referred to above shall be extended to include the period of retroactive effect thereof).

3.05.       Compensation for Losses.  Upon demand of any Lender (with a copy to the Administrative Agent) from time to time, the Borrowers shall promptly compensate such Lender for and hold such Lender harmless from any loss, cost or expense incurred by it as a result of:

(a)           any continuation, conversion, payment or prepayment of any Loan other than a Base Rate Loan on a day other than the last day of the Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise);

(b)           any failure by the Borrowers (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or convert any Loan other than a Base Rate Loan on the date or in the amount notified by the Borrower Agent;

(c)           any failure by any Borrower to make payment of any Loan or drawing under any Letter of Credit (or interest due thereon) denominated in Cdn. Dollars on its scheduled due date or any payment thereof in a different currency; or

(d)           any assignment of a Eurocurrency Rate Loan or Bankers’ Acceptance (or BA Equivalent Note) on a day other than the last day of the Interest Period therefor as a result of a request by the Borrower Agent pursuant to Section 10.14;

including any loss of anticipated profits and any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain such Loan or from fees payable to terminate the deposits from which such funds were obtained.  The Borrowers shall also pay any customary administrative fees charged by such Lender in connection with the foregoing.

For purposes of calculating amounts payable by the Borrowers to the Lenders under this Section 3.05 with respect to Eurocurrency Rate Loans, each Lender shall be deemed to have funded each Eurocurrency Rate Loan made by it at the Eurocurrency LIBOR Rate used in determining the Eurocurrency Rate for such Loan by a matching deposit or other borrowing in the London interbank Eurodollar market for a comparable amount and for a comparable period, whether or not such Eurocurrency Rate Loan was in fact so funded.

3.06.       Mitigation Obligations.  If any Lender requests compensation under Section 3.04, or the Borrowers are required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01, or if any Lender gives a notice pursuant to Section 3.02, then such Lender shall use reasonable efforts to designate a different Lending Office for funding or booking its Loans hereunder, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 3.01 or 3.04, as the case may be, in the future, or eliminate the need for the notice pursuant to Section 3.02, as applicable, and (ii) in each case, would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender.  The Borrowers hereby agree to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

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3.07.       Circumstances Affecting Cdn. Dollar Availability.  In connection with any request for a Cdn. Dollar Loan or Cdn. Dollar Letter of Credit (collectively, the “Cdn. Dollar Extensions”) or a continuation or extension thereof, if (a) for any reason a fundamental change has occurred in the foreign exchange or interbank markets with respect to the Cdn. Dollar (including, without limitation, changes in national or international financial, political or economic conditions or currency exchange rates or exchange controls), (b) the introduction of, or any change in, any Law or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any of Lenders (or any of their applicable lending office) with any request or directive (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, shall make it unlawful or impossible for any of Lenders (or any of their applicable lending office) to honor its obligations to make or maintain any Cdn. Dollar Extensions or (c) the Lenders are otherwise unable to make a Cdn. Dollar Extension, as a result of a material disruption to the international currency markets, then the Administrative Agent shall promptly give notice thereof to the Borrower Agent and the other Lenders.  Thereafter, until the Administrative Agent notifies the Borrower Agent that such circumstances no longer exist, the obligation of Lenders to make Cdn. Dollar Extensions or any continuation or extension thereof, as applicable, shall be suspended and the Borrowers shall either (i) repay in full (or cause to be repaid in full) the then outstanding principal amount of such Cdn. Dollar Loans, together with accrued interest thereon, on the last day of the then current Interest Period applicable to such Cdn. Dollar Loans or (ii) convert the then outstanding principal amount of each such Cdn. Dollar Loans to a Eurocurrency Rate Loan denominated in US Dollars or a US Base Rate Loan with respect to the Canadian Borrower or a US Prime Rate Loan with respect to the US Borrowers, as applicable, as of the last day of such Interest Period; provided that if the Borrower Agent elects to make such conversion, the Borrowers shall pay to the Administrative Agent and Lenders any and all costs, fees and other expenses, if any, incurred by the Administrative Agent and Lenders in effecting such conversion.

ARTICLE IV.
CONDITIONS PRECEDENT

4.01.       Conditions to Closing.  This Agreement shall become effective upon, and the obligation of each Lender to make the initial Credit Extensions on the Closing Date is subject to, the satisfaction of the following conditions precedent:

(a)           the Administrative Agent shall have received counterparts of this Agreement and the Notes executed by the Administrative Agent, the Lenders and the Borrowers;

(b)           the Administrative Agent shall have received counterparts of each Guaranty executed by each of the applicable Guarantors;

(c)           the Administrative Agent shall have received copies of all filings or recordations necessary to perfect its Liens in the Collateral (except in connection with Real Estate), as well as UCC, Lien and Intellectual Property searches and other evidence satisfactory to the Administrative Agent that such Liens are the only Liens upon the Collateral, except Permitted Liens;

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(d)           the Administrative Agent shall have received counterparts of (i) the Deposit and Disbursement Agreement executed by the Depositary Bank and each Deposit Loan Party thereto, as applicable, reasonably  satisfactory to the Administrative Agent, and (ii) the Collateral Agency Agreement executed by the Depositary Bank, the Collateral Agent, the Administrative Agent, the Convertible Secured Trustee, and acknowledged by each of the Loan Parties, reasonably satisfactory to the Administrative Agent;

(e)           (i) the Administrative Agent shall have received counterparts of each of the Pledge Agreements executed by each of the Loan Parties party thereto, (ii) the Administrative Agent and the Collateral Agent, as applicable shall have received physical delivery of any certificated securities (other than original stock certificates with respect to CPILP or CPILP GP) or other Collateral for which possession is the required means for perfection under the Uniform Commercial Code as in effect on the date hereof in the State of New York, along with any related stock powers or other similar grants in favor of the Administrative Agent or the Collateral Agent, as applicable, for the benefit of the Secured Parties, and (ii) the Administrative Agent shall be satisfied that the Liens granted to it under the Pledge Agreements and the Deposit and Disbursement Agreement are Acceptable Security Interests and that all actions or filings necessary to protect, preserve and validly perfect such Liens have been (or will be) made, taken or obtained, as the case may be, and are in full force and effect, as applicable;

(f)            the Administrative Agent shall have received Officer’s Certificates, reasonably satisfactory to it, from a Responsible Officer of the Borrower Agent on behalf of the Borrowers certifying that, after giving effect to this Agreement and the transactions hereunder, (i) such Borrower is Solvent; (ii) no Default or Event of Default exists; and (iii) the representations and warranties set forth in Article V hereof are true and correct in all material respects on and as of the date of such Credit Extension, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date; provided, however, that any representation or warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects;

(g)           the Administrative Agent shall have received an Officer’s Certificate certified by a Responsible Officer of each Loan Party certifying, inter alia, (1) true and correct copies of resolutions adopted by the board of directors, board of managers or other appropriate body of such Loan Party (A) authorizing the execution, delivery and performance by such Loan Party of the Loan Documents and other Transaction Documents to which it is or will be a party and the consummation of the transactions contemplated thereby, (B) authorizing the Responsible Officer of such Loan Party to negotiate the Loan Documents and other Transaction Documents to which it is or will be a party on behalf of such Loan Party, and (C) authorizing the Responsible Officer of such Loan Party to execute and deliver the Loan Documents and other Transaction Documents and any related documents, including, without limitation, any Collateral Document or other guaranty, pledge agreement, security agreement or other document contemplated by this Agreement; (2) the incumbency and, if such Responsible Officer is an individual,

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specimen signatures of the Responsible Officer of the Loan Parties executing any Loan Documents to which it is a party, upon which Officer’s Certificate the Collateral Agent, the Administrative Agent and the Secured Parties shall be entitled to rely until informed of any change in writing by the applicable Loan Party; and (3) such evidence as the Administrative Agent may reasonably require to verify that the Loan Parties are each duly organized or formed, validly existing and in good standing, including any required approvals of any applicable Government Authority, certified copies of such Loan Party’s Organization Documents, certificates of organization and/or good standing;

(h)           the Administrative Agent shall have received an Officer’s Certificate certified by a Responsible Officer of the Canadian Borrower (on behalf of the Borrowers), certifying that:

(i)            all conditions to the closing of each of (1) the Acquisition (CPILP) are satisfied or waived and, upon the funding of any Loans and issuance of any Letters of Credit on the Closing Date in connection with the termination of the CPILP Revolvers, the Acquisition (CPILP) shall be consummated, (2) the 2011 Note Indenture are satisfied or waived and the Canadian Borrower has received at least $443,000,000 in connection therewith, which proceeds shall be applied to the consummation of the Acquisition (CPILP) and the payment of related transaction fees and expenses;

(ii)           upon the effectiveness of the Plan of Arrangement at 12:01 a.m. on November 5, 2011, in connection with the consummation of the Acquisition (CPILP), the Canadian Borrower shall own all of the issued Capital Stock and other equity interests of CPILP and CPILP GP;

(iii)          the Total Leverage Ratio of the Canadian Borrower and its Subsidiaries after giving pro forma effect to the consummation of the Acquisition (CPILP) and the repayment and termination of the CPILP Revolvers, is less than 6.50 to 1.00 and providing reasonably detailed evidence of the calculation of the same;

(iv)          attached to such certificate are true and correct copies of each of (a) the Acquisition Documents (CPILP), (b) the 2011 Note Documents, and (c) the CPILP Note Documents; and

(v)           the aggregate purchase price paid on the Closing Date in connection with the Acquisition (CPILP), plus the assumption of any Indebtedness of CPILP in connection with the CPILP Notes and the obligations under the CPI Preferred Stock, shall not exceed $1,900,000,000.00, plus all reasonable transaction fees.

(i)            the Administrative Agent shall have received (i) executed payoff letters and, if applicable, UCC-3 Termination Statements or PPSA financing change statements reasonably acceptable to the Administrative Agent from all the lenders party to the CPILP Revolvers and any holders of Liens on the assets or property of CPILP or its

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Subsidiaries, and (ii) replacement or backstop Letters of Credit to support (x) any Existing Letters of Credit issued by The Royal Bank of Canada under its CPILP Revolver and (y) the Existing Letter of Credit issued for the benefit of China National Electric with an expiration date of December 14, 2011, in each case, have been issued, or, in connection with the initial Credit Extensions, will be issued; provided that it is understood and agreed that the CPILP Notes shall remain outstanding;

(j)            the Administrative Agent shall have received written opinions of Goodmans, LLP, Canadian counsel to the Borrowers and ▇▇▇▇▇▇▇ Street & Dienard, Professional Association, U.S. counsel to the Borrowers, and such other counsel of the Borrowers as may be reasonably necessary, in each case, reasonably satisfactory to the Administrative Agent and including, without limitation, non-contravention of the 2011 Notes, the Convertible Indentures, and the CPILP Notes, in each case, with respect to the execution and delivery of the Credit Agreement and the Loan Documents and the borrowing of money or providing of guaranties in connection therewith;

(k)           since December 31, 2010, no “Material Adverse Effect” (as defined in the Acquisition Agreement (CPILP)) shall have occurred, in the opinion of the Administrative Agent or the Arranger, in the business, assets, properties, liabilities, operations or condition of the Borrowers, and their Subsidiaries and Unrestricted Subsidiaries and CPILP and its Subsidiaries and Unrestricted Subsidiaries;

(l)            the Borrowers shall certify (pursuant to an Officer’s Certificate of the Borrower Agent on behalf of the Borrowers ) that no action, suit, investigation, litigation or proceeding pending or threatened in any court or before any arbitrator or governmental instrumentality that involve any Loan Document or the Transaction Documents, and that could reasonably be expected to, individually or in the aggregate, result in a Material Adverse Effect;

(m)          the Administrative Agent and the Arranger shall have received (i) audited consolidated financial statements of CPILP and its Subsidiaries for the fiscal years ended December 31, 2008, December 31, 2009, and December 31, 2010, (ii) quarterly unaudited consolidated financial statements of CPILP and the Canadian Borrower for each of the quarters ending March 31, 2011 and June 30, 2011, (iii) annual consolidated financial projections of the Canadian Borrower and its Subsidiaries through the fiscal year ending December 31, 2012 after giving effect to the consummation of the Acquisition (CPILP), the 2011 Equity Offering and the issuance of the 2011 Notes, and (iv) pro forma financial statements giving effect to the Acquisition (CPILP), the 2011 Notes, the 2011 Equity Offering, and the debt financings contemplated herein and related transactions, which demonstrate, in the Administrative Agent’s and the Lenders’ reasonable judgment, together with all other information then available to the Administrative Agent and Lenders, that the Borrowers can repay their debts and satisfy their other obligations as and when they become due, and can comply with the requirements set forth in Section 7.11;

(n)           the Administrative Agent shall have received satisfactory evidence (including pursuant to an Officer’s Certificate of the Borrower Agent on behalf of the

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Borrowers) that the Borrowers have received all governmental, regulatory and third party consents (including any applicable consents from the holders of the CPILP Notes), and the Convertible Secured Trustee and approvals as may be appropriate in connection with this Agreement and the transactions contemplated hereby, including copies of any material regulatory consents and approvals, evidences of corporate authority, and such other documents to confirm and effectuate the Acquisition (CPILP), as may be reasonably requested by the Administrative Agent and its counsel in writing prior to the Closing Date;

(o)           the Borrowers shall have executed and delivered the Fee Letter and shall have paid all fees and expenses to be paid to the Secured Parties in connection with the Fee Letter, the Credit Agreement and the other Loan Documents to the extent due and the Borrowers shall have paid any and all accrued and unpaid interest, fees and expenses payable to the “Lenders” (as defined in the Existing Credit Agreement) in connection with the Existing Credit Agreement; and

(p)           each Lender, to the extent requested at least five days prior to the Closing Date, shall have received all applicable “know your client” and other related information requested in writing by such Lender prior to the Closing Date.

4.02.       Conditions to all Credit Extensions.  The obligation of each Lender to honor any Request for Credit Extension is subject to the following conditions precedent:

(a)           The representations and warranties of the Borrowers and each other Loan Party contained in Article V or any other Loan Document, shall be true and correct in all material respects on and as of the date of such Credit Extension, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date; provided, however, that any representation or warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects, and except that for purposes of this Section 4.02, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01.

(b)           No Default or Event of Default shall exist, or would result from such proposed Credit Extension.

(c)           Since the Closing Date no event or events shall have occurred which could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect.

(d)           The Administrative Agent and, if applicable, an L/C Issuer shall have received a Request for Credit Extension in accordance with the requirements hereof.

Each Request for Credit Extension submitted by the Borrower Agent shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension.

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ARTICLE V.
REPRESENTATIONS AND WARRANTIES

Each of the Borrowers represent and warrant to the Administrative Agent and the Lenders that:

5.01.                     Existence, Qualification and Power; Compliance with Laws.  Each Loan Party and each Subsidiary (a) is a corporation, partnership or limited liability company duly organized or formed, validly existing and in good standing under the Laws of the jurisdiction of its incorporation or organization, (b) has all requisite power and authority and all requisite governmental licenses, authorizations, consents and approvals to (i) own its assets and carry on its business and (ii) execute, deliver and perform its obligations under the Loan Documents to which it is a party, (c) is duly qualified and is licensed and in good standing under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification or license, and (d) is in compliance with all Laws; except in each case referred to in clause (b)(i), (c) or (d), to the extent that failure to do so could not reasonably be expected to result in a Material Adverse Effect.

5.02.                     Authorization; No Contravention.  The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is party, have been duly authorized by all necessary corporate or other organizational action, and do not and will not (a) contravene the terms of any of such Person’s Organization Documents; (b) conflict with or result in any breach or contravention of, or the creation of any Lien under, (i) any of the 2011 Note Documents, the Convertible Indentures or the Convertible Debentures, or the CPILP Note Documents, (ii) any other Contractual Obligation to which such Person is a party, except as such, in the aggregate, could not reasonably be expected to result in a Material Adverse Effect or (iii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its Property is subject, except as such, in the aggregate, could not reasonably be expected to result in a Material Adverse Effect; or (c) violate any Law, except as such, in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.

5.03.                     Governmental Authorization; Other Consents.  No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person or entity (including, without limitation, any creditor or equity holder of any Borrower or any Guarantor) (other than those already obtained with respect to any of the 2011 Note Documents, the Convertible Indentures or the Convertible Debentures, or the CPILP Note Documents or otherwise, to the extent already obtained or the absence of which could not reasonably be expected to result in a Material Adverse Effect) is necessary or required to be obtained or made by any Loan Party as a condition to the execution, delivery or performance by, or enforcement against, any Loan Party of any Loan Document.

5.04.                     Binding Effect.  This Agreement has been, and each other Loan Document, when delivered hereunder, will have been, duly executed and delivered by each Loan Party that is a party thereto.  This Agreement constitutes, and each other Loan Document when so delivered will constitute, a legal, valid and binding obligation of such Loan Party, enforceable against each Loan Party that is a party thereto in accordance with its terms, subject as to enforcement to bankruptcy, insolvency, reorganization, moratorium and similar laws of general applicability

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relating to or affecting creditors’ rights and to general equity principles.  Upon making the initial Credit Extensions and recording the necessary Collateral Documents, the Liens created by the Collateral Documents will be Acceptable Security Interests, constituting valid and perfected first and prior Liens on any Property described therein subject to no other Liens other than Permitted Liens.

5.05.                     Financial Statements; No Material Adverse Effect.

(a)                                 The Audited Financial Statements and the audited financial statements of CPILP, for the fiscal year ending December 31, 2010 delivered pursuant to Section 4.01(m), each (i) were prepared in accordance with Cdn. GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present the financial condition of each of the Canadian Borrower and its consolidated Subsidiaries and Unrestricted Subsidiaries and CPILP and its consolidated Subsidiaries and Unrestricted Subsidiaries, as applicable, in each case, as of the date thereof and their results of operations for the period covered thereby on a pro forma basis in accordance with Cdn. GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) reflect all material Indebtedness and other liabilities, direct or contingent, of each of the Canadian Borrower and its consolidated Subsidiaries and Unrestricted Subsidiaries and CPILP and its consolidated Subsidiaries and Unrestricted Subsidiaries, as applicable, in each case, as of the date thereof, including liabilities for taxes, material commitments and Indebtedness on a pro forma basis in accordance with Cdn. GAAP consistently applied throughout the period covered thereby.

(b)                                 Since the date of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to result in a Material Adverse Effect.

5.06.                     Litigation.  Except as specifically disclosed in Schedule 5.06, there are no actions, suits, proceedings, claims or disputes pending or, to the knowledge of any the Borrowers after reasonable investigation, threatened or contemplated, at law, in equity, in arbitration or before any Governmental Authority, by or against any Loan Party or any Subsidiary or any Unrestricted Subsidiary of a Borrower or against any of their Properties that (A) purport to adversely affect any Loan Document or enjoin any of the transactions contemplated hereby, or (B) if determined adversely, could reasonably be expected to result in a Material Adverse Effect.

5.07.                     No Default.  No Default or Event of Default has occurred and is continuing.  No Borrower or Subsidiary is in default, and no event or circumstance has occurred or exists that with the passage of time or giving of notice would constitute a default, under or with respect to any Contractual Obligation that could, either individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

5.08.                     Ownership of Property.  Each Loan Party has good and marketable title to (or valid leasehold interests in) all of its material Real Estate (except for defects in title that do not materially interfere with its ability to conduct its business as currently conducted or to utilize such Real Estate for its intended purposes), and good and marketable title to all of its personal

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Property, including all property reflected in any financial statements delivered to Administrative Agent or Lenders.  All such Properties are free and clear of Liens, other than Permitted Liens.

5.09.                     Environmental Compliance.  (i) To the best knowledge of each of the Borrowers, (ii) to the best knowledge of the other Loan Parties, and (iii) based on a review conducted by the Loan Parties prior to the Closing Date of the effect of the then existing Environmental Laws and any claims alleging potential liability or responsibility for violation of any Environmental Law on their respective businesses, operations and properties, except as specifically disclosed in Schedule 5.09, the Loan Parties have concluded that:  (a) with respect to the Property of any Loan Party or the operations conducted thereon, the Loan Parties are in compliance with all applicable Environmental Laws, except to the extent that any non-compliance could not reasonably be expected to result in a Material Adverse Effect; (b) the Loan Parties are not subject to any judicial, administrative, government, regulatory or arbitration proceeding alleging the violation of any applicable Environmental Laws or to the best of their knowledge that may lead to claim for cleanup costs, contribution, remedial work, reclamation, conservation, natural resources damages or personal injury or to the issuance of a stop-work order, suspension order, control order, prevention order or clean-up order, except to the extent that any such proceeding could not reasonably be expected to result in a Material Adverse Effect; (c) the Loan Parties are not subject to any federal, provincial, state, local or foreign review, audit or investigation which may lead to a proceeding referred to in (b) above; (d) the Loan Parties have no knowledge that any of their predecessors in title to any of their Property and assets are the subject of any currently pending federal, state, provincial, local or foreign review, audit or investigation which may lead to a proceeding referred to in (b) above; (e) the Loan Parties have not filed any notice under any applicable Environmental Laws indicating past or present treatment, storage or disposal of, or reporting a release of Hazardous Materials into the environment where the circumstances surrounding such notice could reasonably be expected to result in a Material Adverse Effect; and (f) the Loan Parties possess, and are in compliance with, all approvals, licenses, permits, consents and other authorizations which are necessary under any applicable Environmental Laws to conduct their business, except to the extent that the failure to possess, or be in compliance with, such authorizations could not reasonably be expected to result in a Material Adverse Effect.

5.10.                     Insurance.  As of the Closing Date, the properties of the Borrowers and their respective Subsidiaries and Unrestricted Subsidiaries are insured with financially sound and reputable insurance companies (with a Best Rating of at least A7, unless otherwise approved by the Administrative Agent), that are not Affiliates of the Borrowers, in such amounts, with such deductibles and covering such risks as are reasonable and customarily carried by companies engaged in a Similar Businesses and owning similar properties in localities where the Borrowers or their respective Subsidiaries and Unrestricted Subsidiaries operate.

5.11.                     Taxes.  The Borrowers and their Subsidiaries and Unrestricted Subsidiaries, and with respect to CPILP and its Subsidiaries and Unrestricted Subsidiaries prior to the Closing Date, to the knowledge of the Borrowers and the Loan Parties, have filed all Federal, and all material provincial, state and other material tax returns and reports required to be filed, and have paid all Federal, and material state, provincial and other material taxes, assessments, fees and other governmental charges levied or imposed upon any of the Borrowers or Subsidiary or Unrestricted Subsidiary of any Borrower or their properties, income or assets otherwise due and

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payable, except those which are being contested in good faith by appropriate proceedings and for which adequate reserves have been provided in accordance with GAAP.  There is no proposed tax assessment against any of the Borrowers or any Subsidiary or Unrestricted Subsidiary of any Borrower that would, if made, result in a Material Adverse Effect.

5.12.                     ERISA Compliance.

(a)                                 Except as could not reasonably be expected to result in a Material Adverse Effect, each Pension Plan is in compliance with the applicable provisions of ERISA, the Code and other Federal or state Laws.  Each Pension Plan that is intended to qualify under Section 401(a) of the Code has received a favorable determination letter from the IRS or an application for such a letter is currently being processed by the IRS with respect thereto and, to the knowledge of each of the Borrowers, nothing has occurred which would prevent, or cause the loss of, such qualification under circumstances as could reasonably be expected to result in a Material Adverse Effect.  Except as could not reasonably be expected to result in a Material Adverse Effect, the US Borrowers and each ERISA Affiliate of the US Borrowers have made all required contributions to each Pension Plan subject to Section 412 of the Code, and no application for a funding waiver or an extension of any amortization period pursuant to Section 412 of the Code has been made with respect to any Pension Plan.

(b)                                 There are no pending or, to the knowledge of any of the Borrowers, threatened claims, actions or lawsuits, or action by any Governmental Authority, with respect to any Pension Plan that could be reasonably be expected to result in a Material Adverse Effect.  There has been no non-exempt prohibited transaction or violation of the fiduciary responsibility rules with respect to any Pension Plan that has resulted or could be reasonably expected to result in a Material Adverse Effect.

(c)                                  (i) No ERISA Event has occurred or is reasonably expected to occur other than as could not reasonably be expected to result in a Material Adverse Effect; (ii) no Pension Plan has any Unfunded Pension Liability in such amount as could reasonably be expected to result in a Material Adverse Effect; (iii) neither US Borrower nor any ERISA Affiliate of the US Borrowers has incurred, or reasonably expects to incur, any liability under Title IV of ERISA with respect to any Pension Plan (other than premiums due and not delinquent under Section 4007 of ERISA) in such amount as could reasonably be expected to result in a Material Adverse Effect; (iv) neither US Borrower nor any ERISA Affiliate of the US Borrowers has incurred, or reasonably expects to incur, any liability (and no event has occurred which, with the giving of notice under Section 4219 of ERISA, would reasonably be expected to result in such liability) under Sections 4201 or 4243 of ERISA with respect to a Multiemployer Plan in such amount as could reasonably be expected to result in a Material Adverse Effect; and (v) neither US Borrower nor any ERISA Affiliate of the US Borrowers has engaged in a transaction that could reasonably be expected to be subject to Sections 4069 or 4212(c) of ERISA.

(d)                                 With respect to any Foreign Plan, (i) all employer and employee contributions required by law or by the terms of the Foreign Plan have been made, or, if applicable, accrued, in accordance with normal accounting practices except where the

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failure to do so could not reasonably be expected to result in a Material Adverse Effect; and (ii) it has been registered as required by Law and has been maintained in good standing with applicable regulatory Governmental Authorities except where failure to do so could not reasonably be expected to result in a Material Adverse Effect.

5.13.                     Subsidiaries.

(a)                                 As of the Closing Date and after giving effect to the Acquisition (CPILP), the Canadian Borrower has no Subsidiaries or Unrestricted Subsidiaries other than those specifically disclosed in Part (a) of Schedule 5.13.  All outstanding shares of stock of each class of each Subsidiary or Unrestricted Subsidiary of Borrowers have been and will be validly issued and are and will be fully paid and nonassessable and are and will be owned, beneficially and of record, by the Borrowers or a Wholly-Owned Subsidiary of the Borrowers free and clear of any Liens (other than Permitted Liens).

(b)                                 As of the Closing Date, Schedule 1.01(c) sets forth each of the Loan Parties that shall have delivered a Guaranty on the Closing Date.

(c)                                  As of the Closing Date, the Borrowers have no equity interests and do not own any Capital Stock in any other corporation, partnership, limited liability company, or entity other than those specifically disclosed in Part (c) of Schedule 5.13.

(d)                                 Part (d) of Schedule 5.13 sets forth, as of the Closing Date, an organizational diagram of the Borrowers and each of their Subsidiaries and Unrestricted Subsidiaries (after giving effect to the consummation of the Acquisition (CPILP)).

(e)                                  As of the Closing Date, other than the CP Entities, AP Onondaga, LLC and Onondaga Renewables LLC, each of the Wholly-Owned Non-Loan Party Subsidiaries that is not party to a Pledge Agreement or a Guaranty, or whose Capital Stock or other equity interests have not been pledged pursuant to a Pledge Agreement, is prohibited under applicable Law, regulation or contractual provision from (i) Guaranteeing the Obligations, (ii) granting a pledge in the Capital Stock or other equity interests of its Subsidiaries as collateral security for the Obligations, or (iii) having its Capital Stock or other equity interests pledged as collateral security for the Obligations.

5.14.                     Margin Regulations; Investment Company Act.

(a)                                 No Borrower, no Subsidiary of a Borrower and no Unrestricted Subsidiary is engaged, principally or as one of its important activities, in the business of extending credit for the purpose of purchasing or carrying any margin stock.  No Loan proceeds or Letters of Credit will be used by Borrowers to purchase or carry, or to reduce or refinance any Indebtedness Incurred to purchase or carry, any margin stock or for any related purpose governed by Regulations T, U or X of the Board of Governors.

(b)                                 None of the Borrowers, any Person Controlling the Borrowers, or any Subsidiary or Unrestricted Subsidiary is or is required to be registered as an “investment company” under the Investment Company Act of 1940.

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5.15.                     Disclosure.  No statement, information, report, representation, or warranty (other than projections) made by any Loan Party in any Loan Document or in the 2011 Prospectus, the 2011 Offering Memorandum, the Acquisition Documents (CPILP) or the CPILP Note Agreements when so made (or if dated or otherwise specified therein, as of such date), or furnished to the Administrative Agent, the L/C Issuers or any Lender by or at the direction of any Loan Party in connection with any Loan Document, when so furnished (or if dated or otherwise specified therein, as of such date) taken as a whole, contains any untrue statement of a material fact or omits any material fact required to be stated therein or necessary to make the statements therein not materially misleading in light of the circumstances under which such statements are made, after giving effect to all supplements and updates thereto.  There is no fact known to the Borrowers or any Loan Party which has caused, or which likely would in the future in the reasonable judgment of the Borrowers or such Loan Party cause, a Material Adverse Effect (except for any economic conditions which affect generally the industry in which the Borrowers and their Subsidiaries and Unrestricted Subsidiaries conduct business), that has not been set forth in this Agreement or in the other documents, certificates, statements, reports and other information furnished in writing to the Lenders by or on behalf of the Borrowers or any other Loan Party in connection with the transactions contemplated hereby.

5.16.                     Intellectual Property; Licenses, Etc.  The Borrowers and their Subsidiaries and Unrestricted Subsidiaries own, or possess the right to use, all of the trademarks, service marks, trade names, copyrights, patents, patent rights, franchises, licenses and other rights that are reasonably necessary for the operation of their respective businesses, without conflict with the rights of any other Person, except where the failure to so own or possess, or such conflict, could not reasonably be expected to result in a Material Adverse Effect.  To the knowledge of the Borrowers, no slogan or other advertising device, product, process, method, substance, part or other material now employed, by any of the Borrowers or any Subsidiary or Unrestricted Subsidiary infringes upon any rights held by any other Person, except for any such infringement that could not reasonably be expected to result in a Material Adverse Effect.  No claim or litigation regarding any of the foregoing is pending or, to the best knowledge of any Borrower, threatened, which, in any case described in this Section 5.16, could reasonably be expected to result in a Material Adverse Effect.

5.17.                     Direct Benefit.  The initial Loans and Letters of Credit hereunder and all additional Loans and Letters of Credit hereunder are for the direct benefit of the Borrowers or one or more of the Guarantors.  The Borrowers and the Guarantors are engaged as an integrated group in the business of energy production and distribution and related fields, and any benefits to any of the Borrowers or any Guarantor is a benefit to all of them, both directly or indirectly, inasmuch as the successful operation and condition of each of the Borrowers and the Guarantors is dependent upon the continued successful performance of the functions of the integrated group as a whole.

5.18.                     Solvency.  Each Borrower and each individual Guarantor and the Loan Parties on a consolidated basis are Solvent.

5.19.                     CPILP Note Agreements and Convertible Note Documents.  Before and after giving effect to the initial Credit Extension contemplated hereunder, there is no event of default or event or condition that could become an event of default with notice or lapse of time or both,

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under the Convertible Note Indentures (and any legally binding documents related thereto), each of the CPILP Note Agreements (and any other legally binding documents related thereto) or the 2011 Note Documents (and any other legally binding documents related thereto). On the Closing Date, the Convertible Note Indentures, the Convertible Debentures, each of the CPILP Note Agreements, the CPILP Notes, 2011 Note Documents and any other legally binding documents executed by the Loan Parties in connection with any thereof, are each in full force and effect.

5.20.                     Labor Relations.  No Borrower nor any Subsidiary or Unrestricted Subsidiary is engaged in any unfair labor practice that could reasonably be expected to result in a Material Adverse Effect. There is (i) no unfair labor practice complaint pending against any Borrower or any Subsidiary or Unrestricted Subsidiary or threatened against any of them, before the National Labor Relations Board, and no grievance or arbitration proceeding arising out of or under any collective bargaining agreement is so pending against any Borrower or any Subsidiary or Unrestricted Subsidiary or, to the best of each Borrower’s knowledge, threatened against any of them, (ii) no strike, labor dispute, slowdown or stoppage pending against any Borrower or any Subsidiary or Unrestricted Subsidiary or, to each Borrower’s knowledge, threatened in writing against any Borrower or any Subsidiary or Unrestricted Subsidiary and (iii) no union representation petition existing with respect to the employees of any Borrower or any Subsidiary or Unrestricted Subsidiary and no union organizing activities are taking place, except with respect to any matter specified in clause (i), (ii) or (iii) above, either individually or in the aggregate, such as could not reasonably be expected to result in a Material Adverse Effect.

5.21.                     Undisclosed Liabilities; Absence of Burdensome Obligations.  No Loan Party granting or subject to a Lien to the Administrative Agent for the benefit of the Secured Parties (i) is party to any material agreement or arrangement, or subject to any order, judgment, writ or decree, which either restricts or purports to restrict its ability to grant Liens to the Administrative Agent for the benefit of the Secured Parties on or in respect of their Properties to secure the Indebtedness and the Collateral Documents, except as otherwise provided in Section 7.09 or (ii) has any material Indebtedness, contingent liabilities, off balance sheet liabilities, liabilities for taxes, long term commitments or unrealized or anticipated losses from any unfavorable commitments, except as reflected in the financial statements referred to in Section 5.05.

5.22.                     Validity and Priority of Security Interest.  The provisions of this Agreement, the Pledge Agreements, and, if applicable, any Security Agreements, Mortgages (if any) and/or the other Collateral Documents create legal and valid Liens on all the Collateral in favor of the Administrative Agent and/or Collateral Agent, as applicable, for the benefit of the Secured Parties, and, if applicable, such Liens constitute (or will constitute, if applicable, upon the Collateral Agent’s or the Administrative Agent’s duly filing or recording, as applicable, of the Mortgages (if any) and any required financing statements, as applicable, and taking possession or control (including possession of any certificate of title) of Collateral that may be perfected only by possession or control) perfected Liens on the Collateral, securing the Obligations, enforceable against the applicable Loan Party and all third parties, and having priority over all other Liens on such Collateral except for Permitted Liens.

5.23.                     Loan Documents related to CPILP.  Subject to the last sentence at the end of Article VI, immediately upon but not prior to the effectiveness of the Plan of Arrangement in connection with the Acquisition (CPILP) at 12:01 a.m. on November 5, 2011, each of the Loan

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Documents delivered by a CP Entity, or with respect to a pledge of an interest in any CP Entity and each other certificate or agreement of a CP Entity delivered on the Closing Date is effective and shall be deemed to be executed and delivered.

ARTICLE VI.
AFFIRMATIVE COVENANTS

So long as any Lender shall have any Commitment hereunder, any Loan or other Obligation hereunder shall remain unpaid or unsatisfied, or any Letter of Credit shall remain outstanding, each of the Borrowers shall, and shall (except in the case of the covenants set forth in Sections 6.01, 6.02 and 6.03) cause each Loan Party and each Subsidiary and Unrestricted Subsidiary to:

6.01.                     Financial Statements.  Deliver to the Administrative Agent for prompt further distribution to each Secured Party, in form and detail reasonably satisfactory to the Administrative Agent:

(a)                                 as soon as available, but in any event, within 90 days after the end of the fiscal year of the Canadian Borrower, an audited consolidated balance sheet of the Canadian Borrower and its consolidated Subsidiaries and Unrestricted Subsidiaries, as at the end of such fiscal year, and the related consolidated statements of income and cash flows for such fiscal year, setting forth in comparative form the figures for the previous fiscal year, all in reasonable detail, as audited and accompanied by a report and opinion of an independent certified public accountant of nationally recognized standing selected by the Canadian Borrower, which report and opinion shall be prepared in accordance with U.S. GAAP and which opinion shall be without any qualification or exception as to the scope of such audit;

(b)                                 as soon as available, but in any event, within 45 days after the end of each of the fiscal quarter of each fiscal year of the Canadian Borrower a consolidated balance sheet of the Canadian Borrower and its consolidated Subsidiaries and Unrestricted Subsidiaries as at the end of such fiscal quarter, and the related consolidated statements of income and cash flows for such fiscal quarter and for the portion of the Canadian Borrower’s fiscal year then ended, setting forth in each case in comparative form the figures for the corresponding fiscal quarter of the previous applicable fiscal year and the corresponding portion of the previous applicable fiscal year, all in reasonable detail and certified by a Responsible Officer of the Canadian Borrower as fairly presenting the financial condition, results of operations and cash flows of the Canadian Borrower and its consolidated Subsidiaries and Unrestricted Subsidiaries in accordance with U.S. GAAP, subject only to normal year-end audit adjustments and the absence of footnote; and

(c)                                  at least 60 days after the commencement of each fiscal year of the Canadian Borrower, a detailed consolidated annual budget for such fiscal year (the “Annual Budget”) in the same form as approved by the board of directors of the Canadian Borrower.

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As to any information contained in materials furnished pursuant to Section 6.02(c), the Borrowers shall not be separately required to furnish such information under clause (a) or (b) above, but the foregoing shall not be in derogation of the obligation of the Borrowers to furnish the information and materials described in subsections (a) and (b) above at the times specified therein.  Documents required to be delivered pursuant to Section 6.01(a) or (b) or Section 6.02(c) (to the extent any such documents are filed with the SEC or the Canadian equivalent thereof) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date on which the Canadian Borrower has provided notice to the Administrative Agent that such documents are posted on the publicly available website of the SEC or the Canadian equivalent thereof.

6.02.                     Certificates; Other Information.  Deliver to the Administrative Agent for prompt further distribution to each Secured Party, in form and detail satisfactory to the Administrative Agent and the Required Lenders;

(a)                                 concurrently with the delivery of the financial statements referred to in Sections 6.01(a) and (b), a duly completed Compliance Certificate signed by Responsible Officers of the Canadian Borrower;

(b)                                 promptly after any request by the Administrative Agent, copies of any detailed audit reports, management letters or recommendations submitted to the board of directors (or the audit committee of the board of directors) of the Canadian Borrower by independent accountants in connection with the accounts or books of the Canadian Borrower or any Subsidiary, or any audit of any of them;

(c)                                  promptly after the same are available, copies of each annual report, proxy or financial statement or other report or communication sent to the shareholders of the Canadian Borrower, and copies of all annual, regular, periodic and special reports and registration statements (if any) which the Canadian Borrower or any US Borrower or CPILP has filed with the Securities and Exchange Commission under Section 13 or 15(d) of the Securities Exchange Act of 1934, and not otherwise required to be delivered to the Administrative Agent pursuant hereto, in each case, (i) which are not confidential in nature, as permitted by applicable Laws, as required by contractual restrictions not entered into in contemplation of this Section 6.02(c), as permitted by recognized principles of privilege or as otherwise determined in good faith by the Canadian Borrower, and (ii) which are not publicly available on the United States Securities and Exchange Commission’s Electronic Data Gathering, Analysis and Retrieval System (or “▇▇▇▇▇”), the Canadian Securities Administrators System for Electronic Document Analysis and Retrieval ( or “SEDAR”) or other similar publicly accessible sources of which the Canadian Borrower provides written notice to Administrative Agent and the Lenders; and

(d)                                 promptly, such additional information regarding the business, financial or organizational affairs of the Canadian Borrower or the US Borrowers or any Subsidiary or Unrestricted Subsidiary as the Administrative Agent, at the request of any Lender, may from time to time reasonably request.

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The Borrowers hereby acknowledge that (a) the Administrative Agent and/or the Arrangers will make available to the Lenders and the L/C Issuers materials and/or information provided by or on behalf of the Borrowers hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on IntraLinks or another similar electronic system (the “Platform”) and (b) certain of the Lenders may be “public-side” Lenders (i.e., Lenders that do not wish to receive material non-public information with respect to the Canadian Borrower or its securities) (each, a “Public Lender”).  The Borrowers hereby agree that (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrowers shall be deemed to have authorized the Administrative Agent, the Arrangers, the L/C Issuers and the Lenders to treat such Borrower Materials as not containing any material non-public information with respect to the Canadian Borrower or its securities for purposes of United States Federal Securities Laws and state securities Laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 10.07); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Investor;” and (z) the Administrative Agent and the Arrangers shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Investor.”  Notwithstanding the foregoing, the Borrowers shall be under no obligation to ▇▇▇▇ any Borrower Materials “PUBLIC.”

6.03.                     Notices.  Promptly upon any Responsible Officer having knowledge thereof, notify the Administrative Agent and each Lender:

(a)                                 of the occurrence of any Default or Event of Default;

(b)                                 of any matter that has resulted or could reasonably be expected to result in a Material Adverse Effect, including without limitation (i) breach or non-performance of, or any default under, a Contractual Obligation of the Canadian Borrower or any Loan Party or any Subsidiary; (ii) any dispute, litigation, investigation, proceeding or suspension between the Canadian Borrower or any Subsidiary and any Governmental Authority or any other litigation, investigation or proceeding affecting any Loan Party; (iii) of the occurrence of any ERISA Event; (iv) of any pending or threatened labor dispute, strike or walkout, or the expiration of any material labor contract, or (v) the commencement of, or any material development in, any litigation or proceeding affecting the Canadian Borrower or any Loan Party or any Subsidiary, including pursuant to any applicable Environmental Laws;

(c)                                  the discharge of or any withdrawal or resignation by Borrowers’ independent accountants; and

(d)                                 of any announcement by ▇▇▇▇▇’▇ or S&P of any change in a debt rating or of any change to the stability rating of the Canadian Borrower.

Each notice pursuant to this Section shall be accompanied by a statement of a Responsible Officer of the Canadian Borrower setting forth details of the occurrence referred to

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therein and stating what action the relevant Loan Party or Subsidiary has taken and proposes to take with respect thereto.  Each notice pursuant to Section 6.03(a) shall describe with particularity any and all provisions of this Agreement or other Loan Document that have been breached.

6.04.                     Payment of Obligations.  Pay and discharge as the same shall become due and payable, all its obligations and liabilities, that if not paid could reasonably be expected to result in a Material Adverse Effect, including:  (a) all tax liabilities, assessments and governmental charges or levies upon it or its properties or assets, unless the same are being contested in good faith by appropriate proceedings and adequate reserves in accordance with U.S. GAAP are being maintained by the relevant Loan Party or such Subsidiary; (b) all material lawful claims which, if unpaid, would by law become a Lien upon its Property; and (c) all Indebtedness, as and when due and payable, but subject to any subordination provisions contained in any instrument or agreement evidencing such Indebtedness.

6.05.                     Preservation of Existence, Etc..  Except in a transaction permitted by Section 7.05 or pursuant to statutory conversions to another form of entity as permitted by applicable Law, preserve, renew and maintain in full force and effect its legal existence and good standing under the Laws of the jurisdiction of its organization; and except where it will not result in a Material Adverse Effect, take all reasonable action to maintain all rights, privileges, permits, licenses and franchises necessary or desirable in the normal conduct of its business and preserve or renew all of its registered patents, trademarks, trade names and service marks, except where Borrowers determine, in their reasonable business judgment, that such Intellectual Property is no longer desirable to maintain.

6.06.                     Maintenance of Properties.  Except where it could not be reasonably expected to result in a Material Adverse Effect, (a) maintain, preserve and protect all of its material Properties and equipment necessary in the operation of its business in good working order and condition, ordinary wear and tear excepted, (b) make all necessary repairs thereto and renewals and replacements thereof and (c) use the standard of care typical in the industry in the operation and maintenance of its facilities.

6.07.                     Maintenance of Insurance.  Maintain with financially sound and reputable insurance companies (with a Best Rating of at least A7, unless otherwise approved by the Administrative Agent) satisfactory to the Administrative Agent, and that are not Affiliates of the Borrowers, insurance with respect to its properties and business against loss or damage of the kinds customarily insured against by Persons engaged in a Similar Business, of such types and in such reasonable amounts as are customarily carried under similar circumstances by such other Persons.

6.08.                     Compliance with Laws.  Comply in all material respects with the requirements of all Laws applicable to it or to its business or Property, except (other than with respect to any failure to comply with Anti-Terrorism Laws) in such instances in which (a) such requirement of Law is being contested in good faith by appropriate proceedings diligently conducted or a bona fide dispute exists with respect thereto; or (b) the failure to comply therewith could not reasonably be expected to result in a Material Adverse Effect.

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6.09.                     Books and Records.  Maintain proper books of record and account necessary to prepare the financial statements required to be delivered pursuant to Section 6.01 in accordance with GAAP.

6.10.                     Inspection Rights; Appraisals.  Permit representatives and independent contractors of the Administrative Agent, the L/C Issuer and each Lender, at their respective expense, to visit and inspect any of its properties, to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss its affairs, finances and accounts with its directors, officers, and independent public accountants, in each case, all at such reasonable times during normal business hours and as reasonably often as may be necessary, upon reasonable advance notice to the Canadian Borrower and subject to compliance with applicable safety standards, with contractual or attorney-client privilege (as applicable) and non-disclosure agreements; provided, however, that during an Event of Default, the Administrative Agent, the L/C Issuer or any Lender (or any of their respective representatives or independent contractors) may, without duplication of the efforts of the others, do any of the foregoing at the reasonable expense of the Borrowers at any time during normal business hours.

6.11.                     Compliance with Contractual Obligations.  Comply with all Contractual Obligations, except in such instances in which (i) such non-compliance is being contested in good faith or a bona fide dispute exists with respect thereto or (ii) the failure to comply therewith could not be reasonably expected to result in a Material Adverse Effect.

6.12.                     Use of Proceeds.  Use the proceeds of the Credit Extensions (i) (x) to refinance up to $50,000,0000 outstanding under the CPILP Revolvers and (y) issue Letters of Credit hereunder to support any Existing Letters of Credit issued by The Royal Bank of Canada under the CPILP Revolvers on the Closing Date, (ii) to pay fees, commissions and expenses in connection with the Agreement and the transactions contemplated hereby, (iii) to make Permitted Acquisitions, (iv) for working capital (including, managing accounts receivables, inventory and other short-term cash requirements, including timing differences with regard to withholding taxes in the United States), certain limited distributions made in the Ordinary Course of Business and consistent with past practices and for other general corporate purposes of the Borrowers and (v) to post Letters of Credit with respect to the cancellation of land transfer taxes in connection with the Acquisition (CPILP).

6.13.                     Additional Guarantors.  Cause each Wholly-Owned Subsidiary which has not previously executed and delivered to the Administrative Agent a Guaranty and other related Collateral Documents to execute and deliver to the Administrative Agent for the benefit of the Secured Parties promptly, and in any event within 10 Business Days following such Subsidiary’s becoming a Subsidiary, a Guaranty and, as applicable, such Collateral Documents, together with a resolution of its board of directors or other similar governing body authorizing such Guaranty and Collateral Documents; provided, that such Person shall not be required to grant a Mortgage with respect to any Real Property to the extent the fair market value of the Real Estate of such Person does not exceed $25,000,000.  Notwithstanding anything to the contrary and for the avoidance of doubt, (a) any Subsidiary designated as an Unrestricted Subsidiary pursuant to Section 6.14 hereto shall not be subject to the requirements of this Section 6.13, (b) no Subsidiary acquired after the Closing Date shall be required to furnish any such Guaranties or

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Collateral Documents if such Subsidiary is a Foreign Subsidiary or any Subsidiary that owns 65% or more of the stock of a CFC so long as such entity has no assets other than the stock of CFCs, obligations, indebtedness or receivables of or attributable to such CFCs and de minimis assets, if and to the extent that such actions would create or result in a Deemed Dividend Problem, (c) any Subsidiary that is subject to any contractual or legal restrictions under applicable law which at such time would be contravened by its becoming a Loan Party shall not be subject to the requirements of this Section 6.13, or (d) any assets if, in the reasonable judgment of the Administrative Agent evidenced in writing, determined in consultation with the Borrowers, the burden, cost or consequences of creating or perfecting such pledges or security interests in such assets is excessive in relation to the benefits to be obtained therefrom by the Secured Parties under the Loan Documents shall not be subject to the requirements of this Section 6.13.

6.14.                     Unrestricted Subsidiaries.  Following the Closing Date and subject to the restrictions and limitations of this Agreement, if a Borrower, or a Subsidiary or an Unrestricted Subsidiary of a Borrower, is permitted to create, purchase or otherwise acquire an entity that would otherwise qualify as a Subsidiary of the Borrowers, the Borrowers shall be permitted to designate such Subsidiary as an Unrestricted Subsidiary by providing the Administrative Agent with written notice 10 Business Days prior to such designation; provided that notwithstanding anything in this Agreement to the contrary, (a) no Subsidiary of the Borrowers in existence as of the Closing Date shall be designated as an Unrestricted Subsidiary without the prior written consent of the Administrative Agent and the Required Lenders acting in their sole and absolute discretion, (b) with respect to any Person acquired in connection with a Permitted Acquisition, such Person shall not be designated as an Unrestricted Subsidiary if such Permitted Acquisition was funded with the proceeds of any Credit Extension and such proceeds have not been repaid in full (other than with proceeds of additional Credit Extensions) within 365 days of the consummation of such Permitted Acquisition, and (c) any Person that Guarantees the obligations under any of the CPILP Notes on or after the Closing Date shall not be permitted to be designated as an Unrestricted Subsidiary, and shall Guarantee the Obligations in favor of the Administrative Agent for the benefit of the Secured Parties on substantially similar terms and conditions.

6.15.                     Distribution of Cash from Subsidiaries and Unrestricted Subsidiaries.  Consistent with past practice and subject to fiduciary obligations, cause each Subsidiary and Unrestricted Subsidiary to distribute to the US Borrowers and CPILP, as applicable, and each US Borrower shall, and the Canadian Borrower shall cause to, distribute to the Canadian Borrower all Available Cash on a regular basis, and in any event at least one time every 60 days; provided that such Subsidiaries and Unrestricted Subsidiaries shall be permitted to retain Available Cash in an amount reasonably necessary for working capital purposes or foreign currency exchange management of such Subsidiary or Unrestricted Subsidiary or to pay required scheduled principal and interest payments in connection with any Indebtedness of such Subsidiary or Unrestricted Subsidiary permitted under the terms of Section 7.03.

6.16.                     Further Assurances.  Execute and deliver, or cause to be executed and delivered, to the Administrative Agent such documents and agreements, instruments, assignments, or other documents or agreements, and take or cause to be taken such actions, as the Administrative Agent, the Collateral Agent or the Required Lenders may, from time to time, reasonably request

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in order to effectuate the transactions contemplated by the Loan Documents and in order to grant, preserve, protect and perfect under the laws of the United States or Canada the validity and priority of the security interests created or intended to be created by the Collateral Documents pursuant to Section 6.13 from Subsidiaries formed or acquired after the Closing Date that are not designated as an Unrestricted Subsidiary pursuant to Section 6.14.

6.17.                     Post-Closing Covenant.

(a)                                 The Borrower Agent shall deliver, or cause to be delivered, to the Administrative Agent within 3 Business Days following the Closing Date (or such longer period of time granted by the Administrative Agent in its reasonable discretion), original stock certificates, if any, representing any Capital Stock of CPILP and CPILP (GP).

(b)                                 The Borrower Agent shall deliver, or cause to be delivered on or before November 7, 2011, evidence that the Acquisition (CPILP) was effective at 12:01 a.m. on November 5, 2011.

All conditions precedent and representations and warranties contained in this Agreement and the other Loan Documents shall be deemed modified to the extent necessary to effect the foregoing (and to permit the taking of the actions described above within the time periods required above, rather than as elsewhere provided in the Loan Documents) and the provisions of Section 5.23, provided that (x) to the extent any representation and warranty would not be true because the foregoing actions were not taken on the Closing Date, the respective representation and warranty shall be required to be true and correct in all material respects at the time the respective action is taken (or was required to be taken) in accordance with the foregoing provisions of this Section 6.17 and Section 5.23 and (y) all representations and warranties relating to the Collateral Documents shall be required to be true immediately after the actions required to be taken by Section 6.17 and Section 5.23 have been taken (or were required to be taken).

ARTICLE VII.
NEGATIVE COVENANTS

So long as any Lender shall have any Commitment hereunder, any Loan or other Obligation shall remain unpaid, or any Letter of Credit shall remain outstanding or any other Secured Obligation shall remain outstanding, no Borrower shall, nor shall it permit any Loan Party or Subsidiary or, if applicable, Unrestricted Subsidiary to, directly or indirectly:

7.01.                     Liens.  No Borrower will, nor will it permit any Subsidiaries or Unrestricted Subsidiaries to, directly or indirectly, create, Incur or suffer to exist any Lien on any asset or Property of the Borrowers, any Unrestricted Subsidiary or any Subsidiary, or any income or profits therefrom, except as set forth below (collectively, “Permitted Liens”):

(a)                                 Liens pursuant to any Loan Document or to secure the Obligations;

(b)                                 Liens existing on the Closing Date and listed on Schedule 7.01 and any modifications, replacements, renewals, refinancings or extensions thereof; provided that (i) the Lien does not extend to any additional property other than after-acquired property

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that is affixed or incorporated into the property covered by such Lien proceeds and products thereof, and (ii) the replacement, renewal, extension or refinancing of the obligations secured or benefited by such Liens, to the extent constituting Indebtedness, is permitted by Section 7.03;

(c)                                  Liens for taxes, assessments or governmental charges that are not overdue for a period more than any applicable grace period related thereto or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP;

(d)                                 carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s, construction contractors or other like Liens arising in the Ordinary Course of Business which are not delinquent or which are being contested in good faith by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP or which proceedings have the effect of preventing the forfeiture or sale of the property or assets subject to any such Lien;

(e)                                  (i) pledges or deposits in the Ordinary Course of Business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA (other than Liens on any Capital Stock pledged as Collateral) and (ii) pledges and deposits in the Ordinary Course of Business securing liability for reimbursement or indemnification obligations of (including obligations in respect of letters of credit or bank guarantees for the benefit of) insurance carriers providing property, casualty or liability insurance to the Borrowers or any of their Subsidiaries and Unrestricted Subsidiaries;

(f)                                   deposits to secure the performance of bids, trade contracts, governmental contracts and leases (other than Indebtedness for Borrowed Money), statutory obligations, surety, stay, customs and appeal bonds, performance bonds and other obligations of a like nature (including those to secure health, safety and environmental obligations) Incurred in the Ordinary Course of Business (other than Liens on any Capital Stock pledged as Collateral);

(g)                                  Liens encumbering any Real Estate subject to a Mortgage that are described on a mortgagee title policy and acceptable to the Administrative Agent in its reasonable discretion;

(h)                                 zoning restrictions, easements, licenses, rights-of-way, provisions, covenants, minor irregularities of title (and with respect to leasehold interests, mortgages, obligations, Liens and other encumbrances incurred, created, assumed or permitted to exist and arising by, through and under a landlord, ground lessor or owner of the leased property, with or without consent of the lessee) restrictions and other similar encumbrances affecting Real Estate which, in the aggregate, do not materially detract from the value of the Real Estate subject thereto or materially interfere with the ordinary conduct of the business of the applicable Person;

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(i)                                     Liens (other than Liens on any Capital Stock pledged as Collateral) securing judgments, decrees or awards (i) in respect of which the Borrowers or any of their Subsidiaries or Unrestricted Subsidiaries shall in good faith be prosecuting an appeal or proceedings for review and in respect of which there shall have been secured a subsisting stay of execution pending such appeal or proceedings or (ii) not constituting an Event of Default under Section 8.01(h);

(j)                                    Liens (other than Liens on any Capital Stock pledged as Collateral) securing Indebtedness permitted under Section 7.03(f) or Section 7.03(i); provided that (i) such Liens do not at any time encumber any Property other than the Property (except for replacements, additions and accessions to such Property) financed by such Indebtedness and (ii) the Indebtedness secured thereby does not exceed the cost of the Property being acquired on the date of acquisition;

(k)                                 Liens on any Property (other than Liens on any Capital Stock pledged as Collateral) (i) of any Subsidiary or Unrestricted Subsidiary which are in existence at the time that such Subsidiary or Unrestricted Subsidiary is acquired pursuant to a Permitted Acquisition, (ii) of any Borrower or any of their respective Subsidiaries or Unrestricted Subsidiaries existing at the time such Property (other than Liens on any Collateral pledged under a Collateral Document) is purchased or otherwise acquired by a Borrower or such Subsidiary or Unrestricted Subsidiary thereof pursuant to a transaction permitted pursuant to this Agreement and (iii) of any Subsidiary or any Unrestricted Subsidiary acquired pursuant to a Permitted Acquisition to secure Indebtedness Incurred pursuant to Section 7.03(h) in connection with such Permitted Acquisition; provided that, with respect to each of the foregoing clauses (i), (ii) and (iii), (A) such Liens (1) are not Incurred in connection with, or in anticipation of, such Permitted Acquisition, purchase or other acquisition, (2) are applicable only to specific Property (other than Liens on any Capital Stock pledged as Collateral), (3) are not “blanket” or all-asset Liens, other than with respect to the Property of such acquired Subsidiary or Unrestricted Subsidiary, and (4) do not attach to any other property or assets of any Borrower or any of its other Subsidiaries or Unrestricted Subsidiaries and (B) the Indebtedness secured by such Liens is permitted under Section 7.03(h);

(l)                                     Liens in favor of one or more of the Lenders on Property of the Borrowers and their respective Subsidiaries and Unrestricted Subsidiaries to secure obligations of Swap Contracts between a Lender or an Affiliate of a Lender and any of the Borrowers or other Loan Parties permitted under Section 7.03(e), including without limitation, any Swap Contract with a Lender or an Affiliate of a Lender in existence prior to the Closing Date and secured in connection with the Existing Credit Agreement;