Exhibit 10.1

CREDIT AND GUARANTY AGREEMENT

dated as of April 13, 2016 among

APLP HOLDINGS LIMITED PARTNERSHIP,
as Borrower,

ATLANTIC POWER CORPORATION and CERTAIN SUBSIDIARIES OF BORROWER,
as Guarantors,

VARIOUS LENDERS,

GOLDMAN SACHS BANK USA and
BANK OF AMERICA, N.A.,
as L/C Issuers,

GOLDMAN SACHS LENDING PARTNERS LLC and
BANK OF AMERICA N.A.,
as Joint Syndication Agents,

GOLDMAN SACHS LENDING PARTNERS LLC,
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED,
RBC CAPITAL MARKETS(1),
THE BANK OF TOKYO-MITSUBISHI UFJ, LTD. 
WELLS FARGO SECURITIES, LLC, and
INDUSTRIAL AND COMMERCIAL BANK OF CHINA LIMITED, NEW YORK BRANCH,
as Term Facility Joint Lead Arrangers,

GOLDMAN SACHS LENDING PARTNERS LLC and
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED,
as Term Facility Joint Bookrunners,

GOLDMAN SACHS LENDING PARTNERS LLC,
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED,
RBC CAPITAL MARKETS,
THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.,
WELLS FARGO SECURITIES, LLC and
INDUSTRIAL AND COMMERCIAL BANK OF CHINA LIMITED, NEW YORK BRANCH,
as Revolving Facility Joint Lead Arrangers and Revolving Facility Joint Bookrunners,

and

GOLDMAN SACHS LENDING PARTNERS LLC
as Administrative Agent and Collateral Agent

$700,000,000 Term Loans and

$200,000,000 Revolving Commitments

(1) RBC Capital Markets is the marketing name for the capital markets businesses of Royal Bank of Canada and its affiliates.

TABLE OF CONTENTS

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CREDIT AND GUARANTY AGREEMENT

This CREDIT AND GUARANTY AGREEMENT , dated as of April 13, 2016, is entered into by and among APLP HOLDINGS LIMITED PARTNERSHIP , a limited partnership formed under the laws of the Province of Ontario, Canada (the “ Borrower ”), by its General Partner, ATLANTIC POWER GP II INC. , a corporation organized under the laws of the Province of British Columbia, Canada (in such capacity, the “ General Partner ”), ATLANTIC POWER CORPORATION , a corporation organized under the laws of the Province of British Columbia, Canada (the “ Sponsor ”) and CERTAIN SUBSIDIARIES OF BORROWER , as Guarantors, the Lenders party hereto from time to time, GOLDMAN SACHS BANK USA and BANK OF AMERICA, N.A. (“ Bank of America ”) , as L/C Issuers and GOLDMAN SACHS LENDING PARTNERS LLC (“ Goldman Sachs ”), as Administrative Agent (together with its permitted successors in such capacity, “ Administrative Agent ”) and as Collateral Agent (together with its permitted successors in such capacity, “ Collateral Agent ”), with Goldman Sachs and Bank of America, as Joint Syndication Agents (in such capacity, “ Syndication Agents ”), Goldman Sachs, MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED (“ Merrill Lynch ”), RBC CAPITAL MARKETS (“ RBC ”), THE BANK OF TOKYO-MITSUBISHI UFJ, LTD. , a member of MUFG, a global financial group (“ MUFG ”), WELLS FARGO SECURITIES, LLC (“ Wells Fargo ”) and INDUSTRIAL AND COMMERCIAL BANK OF CHINA LIMITED, NEW YORK BRANCH (“ ICBC ”), as Term Facility Joint Lead Arrangers (in such capacity, “ Term Facility Arrangers ”), Goldman Sachs, Merrill Lynch, RBC, MUFG, Wells Fargo and ICBC, as Revolving Facility Joint Lead Arrangers (in such capacity, “ Revolving Facility Arrangers ”, and collectively with the Term Facility Arrangers, “ Arrangers ”), Goldman Sachs and Merrill Lynch, as Term Facility Joint Bookrunners (in such capacity, “ Term Facility Bookrunners ”), and Goldman Sachs, Merrill Lynch, RBC, MUFG, Wells Fargo and ICBC, as Revolving Facility Joint Bookrunners (in such capacity, “ Revolving Facility Bookrunners ”, and collectively with the Term Facility Bookrunners, “ Bookrunners ”).

RECITALS:

WHEREAS , capitalized terms used in these Recitals shall have the respective meanings set forth for such terms in Section 1.1 hereof;

WHEREAS , Lenders have agreed to extend certain credit facilities to Borrower consisting of $700,000,000 aggregate principal amount of Term Loans and up to $200,000,000 aggregate principal amount of Revolving Commitments.  The proceeds of the Term Loans will be used (a) to repay in whole the Existing Indebtedness of Sponsor and certain of its Subsidiaries, including all interest and premium in connection therewith, (b) to fund a distribution to the Sponsor for the purpose of funding any one or more of open market purchases of the Sponsor’s existing debentures, establishing common or preferred stock share repurchase or buyback programs or general working capital needs of the Sponsor, (c) at the option of Borrower, fund the Debt Service Reserve Account, (d) to pay fees, commissions and expenses related to the foregoing and to the Credit Documents and (e) following consummation of the transactions described in the foregoing clauses (a) through (d), to pay a cash dividend with any remaining proceeds of the Term Loans to holders, directly or indirectly, of the Equity Interests of

Borrower.  The proceeds of the Revolving Commitments will be used (i) to issue one or more Letters of Credit with respect to the Debt Service Reserve Account (to the extent the Debt Service Reserve Account is not funded with proceeds of the Term Loans), (ii) to support Borrower’s, the Guarantor’s and, subject to the Additional LC Parties Sub-Limit, the Additional LC Parties’ collateral support obligations to contract counterparties, (iii) to provide for the ongoing working capital requirements of Borrower and the Guarantors and (iv) for general corporate purposes of Borrower and the Guarantors;

WHEREAS , Borrower has agreed to secure all of its Obligations as Borrower by granting to Collateral Agent, for the benefit of the Secured Parties, a First Priority Lien on substantially all of its personal, real and mixed assets and property, including (i) all intercompany debt of Borrower and (ii) a pledge of all of the Equity Interests of each of its domestic and foreign Subsidiaries; and

WHEREAS , each of the Guarantors has agreed to (a) guarantee the Obligations of Borrower and (b) other than with respect to the Sponsor, secure its guarantee of such Obligations by granting to Collateral Agent, for the benefit of the Secured Parties, a First Priority Lien on substantially all of their respective personal, real and mixed assets and property, including (i) all intercompany debt of the Guarantors, (ii) a pledge of all of the Equity Interests of each of their respective domestic and foreign Subsidiaries and (iii) with respect to certain Guarantors, the real property set forth on Schedule 3.2(d);

NOW, THEREFORE , in consideration of the premises and the agreements, provisions and covenants herein contained, the parties hereto agree as follows:

SECTION 1.           DEFINITIONS AND INTERPRETATION

1.1.      Definitions .  The following terms used herein, including in the preamble, recitals, exhibits and schedules hereto, shall have the following meanings:

“ Accounts ” as defined in the Depositary Agreement.

“ Acquisition Consideration ” means the purchase consideration for any Permitted Acquisition and all other payments by Borrower or any of its Subsidiaries in exchange for, or as part of, or in connection with, any Permitted Acquisition, whether paid in cash or property or otherwise and whether payable at or prior to the consummation of such Permitted Acquisition or deferred for payment at any future time, whether or not any such future payment is subject to the occurrence of any contingency, and includes any and all payments representing the purchase price and any assumptions of Indebtedness, “earn-outs” and other agreements to make any payment the amount of which is, or the terms of payment of which are, in any respect subject to or contingent upon the revenues, income, cash flow or profits (or the like) of any person or business.

“ Additional LC Parties ” means Atlantic Piedmont Holdings, LLC, Piedmont Green Power, LLC, Atlantic Cadillac Holdings, LLC, Cadillac Renewable Energy LLC, Teton Power Funding, LLC, Teton East Coast Generation LLC, Teton Selkirk LLC, Selkirk Cogen Partners, L.P., Selkirk Cogen Funding Corporation, Orlando Power Generation I LLC, Orlando Power

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Generation II LLC, Orlando Cogen Limited, L.P., Baker Lake Hydro LLC, Olympia Hydro LLC, Concrete Hydro Partners Limited Partnership, Koma Kulshan Associates, a California Limited Partnership, Harbor Capital Holdings, LLC, Epsilon Power Partners, LLC and Chambers Cogeneration Limited Partnership; provided, however , that to the extent that any Additional LC Party becomes a Guarantor hereunder, it shall cease to be an Additional LC Party and shall not be subject to the Additional LC Parties Sub-Limit.

“ Additional LC Parties Sub-Limit ” means an aggregate amount of $25,000,000.

“ Adjusted EBITDA ” means, for any period, an amount determined for Borrower and its Subsidiaries on a consolidated basis equal to (i) Consolidated Net Income, plus , to the extent reducing Consolidated Net Income, the sum, without duplication, of amounts for (a) consolidated interest expense, (b) provisions for taxes based on income, (c) total depreciation expense, (d) total amortization expense, and (e) other non-Cash charges reducing Consolidated Net Income (excluding any such non-Cash charge to the extent that it represents an accrual or reserve for potential Cash charge in any future period or amortization of a prepaid Cash charge that was paid in a prior period), minus (ii) other non-Cash gains increasing Consolidated Net Income for such period (excluding any such non-Cash gain to the extent it represents the reversal of an accrual or reserve for potential Cash gain in any prior period).

“ Adjusted Eurodollar Rate ” means, for any Interest Rate Determination Date with respect to an Interest Period for a Eurodollar Rate Loan, the rate per annum obtained by dividing (i) (a) the rate per annum equal to the rate determined by Administrative Agent to be the offered rate which appears on the page of the Reuters Screen which displays an average London interbank offered rate administered by ICE Benchmark Administration Limited (or any other person which takes over the administration of that rate) (such page currently being LIBOR01 page) for deposits (for delivery on the first day of such period) with a term equivalent to such period in Dollars, determined as of approximately 11:00 a.m. (London, England time) on such Interest Rate Determination Date, or (b) in the event the rate referenced in the preceding clause (a) does not appear on such page or service or if such page or service shall cease to be available, the rate per annum equal to the rate determined by Administrative Agent to be the offered rate on such other page or other service which displays an average London interbank offered rate administered by ICE Benchmark Administration Limited (or any other person which takes over the administration of that rate) for deposits (for delivery on the first day of such period) with a term equivalent to such period in Dollars determined as of approximately 11:00 a.m. (London, England time) on such Interest Rate Determination Date, or (c) in the event the rates referenced in the preceding clauses (a) and (b)  are not available, the rate per annum equal to the offered quotation rate to first class banks in the London interbank market by Goldman Sachs for deposits (for delivery on the first day of the relevant period) in Dollars of amounts in Same Day Funds comparable to the principal amount of the applicable Loan of Administrative Agent, in its capacity as a Lender, for which the Adjusted Eurodollar Rate is then being determined with maturities comparable to such period as of approximately 11:00 a.m. (London, England time) on such Interest Rate Determination Date, by (ii) an amount equal to (a) one minus (b) the Applicable Reserve Requirement; provided , however , that notwithstanding the foregoing, (i) the Adjusted Eurodollar Rate with respect to the Term Loans shall at no time be less than 1.00% per annum and (ii) the Adjusted Eurodollar Rate with respect to the Revolving Loans shall at no time be less than zero.

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“ Administrative Agent ” as defined in the preamble hereto.

“ Adverse Proceeding ” means any action, suit, claim (including any Environmental Claims), proceeding, hearing (in each case, whether administrative, judicial or otherwise), governmental investigation or arbitration (whether or not purportedly on behalf of Borrower or any of its Subsidiaries) at law or in equity, or before or by any Governmental Authority, domestic or foreign, whether pending or, to the knowledge of Borrower or any of its Subsidiaries, threatened in writing against or affecting Borrower or any of its Subsidiaries or any property of Borrower or any of its Subsidiaries.

“ Affected Lender ” as defined in Section 2.19(b).

“ Affected Loans ” as defined in Section 2.19(b).

“ Affiliate ” means, as applied to any Person, any other Person directly or indirectly controlling, controlled by, or under common control with, that Person.  For the purposes of this definition, “control” (including, with correlative meanings, the terms “controlling”, “controlled by” and “under common control with”), as applied to any Person, means the possession, directly or indirectly, of the power (i) to vote 10% or more of the Securities having ordinary voting power for the election of directors of such Person or (ii) to direct or cause the direction of the management and policies of that Person, whether through the ownership of Voting Stock or voting securities or by contract or otherwise.

“ Agent(s) ” means each of (a) Administrative Agent, (b) Syndication Agents, (c) Collateral Agent, (d) Bookrunners, (e) Arrangers, (f) the Depositary Bank and (g) any other Person appointed under the Credit Documents to serve in an agent or similar capacity.

“ Agent Affiliates ” as defined in Section 10.1(b).

“ Aggregate Amounts Due ” as defined in Section 2.18.

“ Aggregate Payments ” as defined in Section 7.2.

“ Agreement ” means this Credit and Guaranty Agreement, dated as of April 13, 2016, as it may be amended, restated, supplemented or otherwise modified from time to time.

“ Amendment 1 ” as defined in Section 5.20.

“ Amendment 2 ” as defined in Section 5.20.

“ Anti-Corruption Laws ” as defined in Section 4.25.

“ Anti-Money Laundering Laws ” as defined in Section 4.25.

“ APGI ” means Atlantic Power Generation, Inc.

“ APLP ” means Atlantic Power Limited Partnership, a limited partnership organized under the laws of the Province of Ontario, Canada.

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“ APLP Credit Agreement ” means that certain Credit and Guaranty Agreement, dated February 24, 2014, among APLP, as borrower, the guarantors party thereto, the lenders party thereto from time to time and the agents and other parties thereto from time to time.

“ APLP Documents ” means the APLP C$210,000,000 Senior Unsecured Notes due 2036 issued by APLP pursuant to the APLP Trust Indenture, any other debentures issued in accordance with the terms of the APLP Trust Indenture and the terms of this Agreement (including, without limitation, Section 6.1), and all other documents, instruments or agreements executed and delivered in connection therewith.

“ APLP Obligations ” means the obligations of APLP and its Subsidiaries owed to the noteholders under the APLP Documents, excluding, in each case, Excluded Swap Obligations.

“ APLP Trust Indenture ” means that certain Trust Indenture between APLP and APLP Trustee dated as of June 15, 2006.

“ APLP Trustee ” means the trustee appointed from time to time pursuant to the APLP Documents, as amended from time to time in accordance with the terms of this Agreement.

“ APT ” means Atlantic Power Transmission, Inc.

“ Applicable Margin ” means (a) with respect to Revolving Loans that are Eurodollar Rate Loans and Letter of Credit Fees, 5.00% per annum and with respect to Revolving Loans that are Base Rate Loans or Canadian Prime Rate Loans, 4.00% per annum and (b) with respect to Term Loans that are Eurodollar Rate Loans, 5.00% per annum and with respect to Term Loans that are Base Rate Loans, 4.00% per annum .

“ Applicable Reserve Requirement ” means, at any time, for any Eurodollar Rate Loan, the maximum rate, expressed as a decimal, at which reserves (including any basic marginal, special, supplemental, emergency or other reserves) are required to be maintained with respect thereto against “Eurocurrency liabilities” (as such term is defined in Regulation D) under regulations issued from time to time by the Board of Governors or other applicable banking regulator.  Without limiting the effect of the foregoing, the Applicable Reserve Requirement shall reflect any other reserves required to be maintained by such member banks with respect to (i) any category of liabilities which includes deposits by reference to which the applicable Adjusted Eurodollar Rate or any other interest rate of a Loan is to be determined, or (ii) any category of extensions of credit or other assets which include Eurodollar Rate Loans.  A Eurodollar Rate Loan shall be deemed to constitute Eurocurrency liabilities and as such shall be deemed subject to reserve requirements without benefits of credit for proration, exceptions or offsets that may be available from time to time to the applicable Lender.  The rate of interest on Eurodollar Rate Loans shall be adjusted automatically on and as of the effective date of any change in the Applicable Reserve Requirement.

“ Approved Electronic Communications ” means any notice, demand, communication, information, document or other material that any Credit Party provides to Administrative Agent pursuant to any Credit Document or the transactions contemplated therein which is distributed to

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Agents, Lenders or L/C Issuers by means of electronic communications pursuant to Section 10.1(b).

“ Arranger Fee Letter ” means the engagement letter, dated September 14, 2015, among Goldman Sachs, Merrill Lynch, Bank of America and the Sponsor.

“ Arrangers ” as defined in the preamble hereto.

“ Asset Sale ” means a sale, lease or sub lease (as lessor or sublessor), sale and leaseback, assignment, conveyance, exclusive license (as licensor or sublicensor), transfer or other disposition (including without limitation through the issuance or sale of Equity Interests) to, or any exchange of property with, any Person (other than among Borrower or any Guarantor), in one transaction or a series of transactions, of all or any part of Borrower’s or any of its Subsidiaries’ businesses, assets or properties of any kind, whether real, personal, or mixed and whether tangible or intangible, whether now owned or hereafter acquired, leased or licensed, including the Equity Interests of Borrower or any of its Subsidiaries, other than (i) energy, capacity, and ancillary products resulting from power generation, storage, transmission and distribution (excluding any such sale pursuant to which the payment is made for such assets prior to the provision or delivery thereof), (ii) inventory (or other assets) sold, leased or licensed out in the ordinary course of business (excluding any such sales, leases or licenses out by operations or divisions discontinued or to be discontinued) (iii) sales, leases or licenses out of other assets for aggregate consideration of less than $10,000,000 in the aggregate during any Fiscal Year and (iv) sales of obsolete, worn-out or surplus property or equipment.

“ Assignment Agreement ” means an Assignment and Assumption Agreement substantially in the form of Exhibit E, with such amendments or modifications as may be approved by Administrative Agent.

“ Assignment Effective Date ” as defined in Section 10.6(b).

“ Attributable Indebtedness ” means, when used with respect to any Sale and Leaseback Transaction permitted by Section 6.10, as at the time of determination, the present value (discounted at a rate equivalent to Borrower’s then-current weighted average cost of funds for borrowed money as at the time of determination, compounded on a semi-annual basis) of the total obligations of the lessee for rental payments during the remaining term of the lease included in any such Sale and Leaseback Transaction.

“ Authorized Officer ” means, as applied to any Person, any individual holding the position of chairman of the board (if an officer), chief executive officer, president, vice president (or the equivalent thereof), chief financial officer or treasurer of such Person (or, in the case of a limited partnership, of the general partner, acting on behalf of such limited partnership); provided that the secretary or assistant secretary of such Person shall have delivered an incumbency certificate to Administrative Agent as to the authority of such Authorized Officer.

“ Auto-Extension Letter of Credit ” as defined in Section 2.3(b)(iii).

“ Auto-Reinstatement Letter of Credit ” as defined in Section 2.3(b)(iv).

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“ Bail-In Action ” means the exercise of any Write-Down and Conversion Powers by the applicable EEA Resolution Authority in respect of any liability of an EEA Financial Institution.

“ Bail-In Legislation ” means, with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule.

“ Bank of America ” as defined in the preamble hereto.

“ Bankruptcy Code ” means Title 11 of the United States Code as now and hereafter in effect, or any successor statute.

“ Base Rate ” means, for any day, a rate per annum equal to the greatest of (i) the Prime Rate in effect on such day, (ii) the Federal Funds Effective Rate in effect on such day plus ½ of 1% and (iii) the sum of (x) the Adjusted Eurodollar Rate (after giving effect to any Adjusted Eurodollar Rate “floor”) that would be payable on such day for a Eurodollar Rate Loan with a one-month interest period plus (y) the difference between the Applicable Margin for Eurodollar Rate Loans and the Applicable Margin for Base Rate Loans, in each case that are denominated in Dollars.  Any change in the Base Rate due to a change in the Prime Rate or the Federal Funds Effective Rate shall be effective on the effective day of such change in the Prime Rate or the Federal Funds Effective Rate, respectively.

“ Base Rate Loan ” means a Loan bearing interest at a rate determined by reference to the Base Rate.  All Base Rate Loans shall be denominated in Dollars.

“ BC Hydro ” as defined in Section 4.29.

“ BCUC ” as defined in Section 4.29.

“ Beneficiary ” means each Agent, L/C Issuer, Lender, Lender Counterparty and Lender Commodity Hedge Counterparty.

“ Board of Governors ” means the Board of Governors of the United States Federal Reserve System, or any successor thereto.

“ Bookrunners ” as defined in the preamble hereto.

“ Borrower ” as defined in the preamble hereto.

“ Borrower Credit Party ” means Borrower and each Subsidiary of Borrower that is a Guarantor.

“ Business Day ” means (i) any day excluding Saturday, Sunday and any day which is a legal holiday under the laws of the State of New York, Toronto, Ontario, Canada or Calgary, Alberta, Canada or is a day on which banking institutions located in such state are authorized or required by law or other governmental action to close and (ii) with respect to all notices, determinations, fundings and payments in connection with the Adjusted Eurodollar Rate or any

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Eurodollar Rate Loans, the term “ Business Day ” means any day which is a Business Day described in clause (i) and which is also a day for trading by and between banks in Dollar deposits in the London interbank market.

“ Cadillac Financing Documents ” has the meaning set forth in Schedule 6.1, each as in effect on the Effective Date, without giving effect to any amendment thereto.

“ Cadillac Project ” means that certain 39.6 MW biomass-fired power plant located in Cadillac, Michigan, and all related assets (including related real property).

“ Canadian Collateral Documents ” means the Canadian Pledge and Security Agreement, the Canadian Consents and Agreements and the Canadian Pledge Agreement, as may be amended, restated supplemented or otherwise modified from time to time.

“ Canadian Consents and Agreements ” means each Consent and Agreement entered into with a counterparty to a Contractual Obligation of Borrower or a Subsidiary which is a Canadian Person, as required pursuant to the Credit Documents.

“ Canadian Defined Benefit Plan ” means any Canadian Pension Plan which contains a “defined benefit provision” as defined in subsection 147.1(1) of the Income Tax Act (Canada).

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

“ Canadian Guarantor ” means each Guarantor organized under the laws of Canada or any province or territory thereof.

“ Canadian Pension Plan ” means any Foreign Plan that is a “registered pension plan” as defined in subsection 248(1) of the Income Tax Act (Canada).

“ Canadian Person ” means each Person organized under the laws of Canada or any province or territory thereof.

“ Canadian Pledge Agreement ” means the Pledge Agreement to be executed by Sponsor, General Partner and Collateral Agent substantially in the form of Exhibit P, as it may be amended, restated, supplemented or otherwise modified from time to time.

“ Canadian Pledge and Security Agreement ” means that Pledge and Security Agreement to be executed by Borrower, each Canadian Guarantor (other than the Sponsor) and each pledgor of a Canadian Person substantially in the form of Exhibit R.

“ Canadian Prime Rate ” means, for any day, a rate per annum equal to the greater of (a) the arithmetic mean (rounded upwards to the nearest basis point) of the rates quoted on such day by the Schedule I Reference Banks as the reference rate of interest for the determination of interest rates that such Schedule I Reference Banks will charge to customers in Canada for Canadian Dollar demand loans in Canada and (b) the one-month CDOR Rate in effect on such day plus one-half of one percent (0.50%).  Any change in the Canadian Prime Rate due to a change in such reference rate or the one-month CDOR Rate shall be effective from and including the effective date of such change in such reference rate or the one-month CDOR Rate,

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respectively; provided that if both such rates are equal or if such one-month CDOR Rate is unavailable for any reason on any date of determination, then the “Canadian Prime Rate” shall be the rate specified in (a) above.

“ Canadian Prime Rate Loan ” means a Revolving Loan, denominated in Canadian Dollars, the interest rate of which is determined by reference to the Canadian Prime Rate.

“ Capital Expenditures ” means, for any period, the aggregate of all expenditures of Borrower and its Subsidiaries during such period determined on a consolidated basis that, in accordance with GAAP, are or should be included in “purchase of property and equipment” or similar items, or which should otherwise be capitalized, reflected in the consolidated statement of cash flows of Borrower and its Subsidiaries; provided that Capital Expenditures shall not include any expenditures (i) for replacements and substitutions for fixed assets, capital assets or equipment to the extent made with Net Insurance/Condemnation Proceeds invested pursuant to Section 2.15(b) or with Net Asset Sale Proceeds invested pursuant to Section 2.15(a) or (ii) which constitute a Permitted Acquisition permitted under Section 6.8.

“ Capital Lease ” means, as applied to any Person, any lease of any property (whether real, personal or mixed) by that Person as lessee that, in conformity with GAAP, is or should be accounted for as a capital lease on the balance sheet of that Person.

“ Cash ” means money, currency or a credit balance in any demand or Deposit Account.

“ Cash Collateralize ” means to pledge and deposit (as a first priority perfected security interest) with or deliver to Administrative Agent, for the benefit of Administrative Agent, applicable L/C Issuer or Swing Line Lender (as applicable) and the Lenders, as collateral for L/C Obligations, Obligations in respect of Swing Line Loans, or obligations of Lenders to fund participations in respect of either thereof (as the context may require), Cash or, if the applicable L/C Issuer or Swing Line Lender benefitting from such collateral shall agree in its sole discretion, other credit support, in each case pursuant to the Depositary Agreement or, in the case of Cash Collateralization by a Defaulting Lender, documentation in form and substance satisfactory to (a) Administrative Agent and (b) the applicable L/C Issuer or the Swing Line Lender (as applicable).  “Cash Collateral” and “Cash Collateralization” shall have a meaning correlative to the foregoing and shall include the proceeds of such cash collateral and other credit support.

“ Cash Equivalents ” means, as at any date of determination, any of the following: (i) marketable securities (a) issued or directly and unconditionally guaranteed as to interest and principal by the United States Government or (b) issued by any agency of the United States the obligations of which are backed by the full faith and credit of the United States, in each case maturing within three months after such date; (ii) marketable direct obligations issued by any state of the United States of America or any political subdivision of any such state or any public instrumentality thereof, in each case maturing within three months after such date and having, at the time of the acquisition thereof, a rating of at least A 1 from S&P or at least P 1 from Moody’s; (iii) commercial paper maturing no more than one year from the date of creation thereof and having, at the time of the acquisition thereof, a rating of at least A 1 from S&P or at least P 1 from Moody’s; (iv) certificates of deposit, Dollar-denominated time deposits, overnight

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bank deposits or bankers’ acceptances (or, in the case of Non-U.S. Subsidiaries, the foreign equivalent) maturing within one year after such date and issued or accepted by any Lender or by any commercial bank organized under the laws of the United States of America or any state thereof or the District of Columbia that (a) is at least “adequately capitalized” (as defined in the regulations of its primary Federal banking regulator) and (b) has Tier 1 capital (as defined in such regulations) of not less than $1,000,000,000 (or, in the case of Non-U.S. Subsidiaries, any local office of any commercial bank organized under the law of the relevant jurisdiction or any political subdivision thereof which has combined capital and surplus and undivided profits in excess of the Non-U.S. Currency Equivalent of $1,000,000,000); and (v) shares of any money market mutual fund that (a) has substantially all of its assets invested continuously in the types of investments referred to in clauses (i) and (ii) above, (b) has net assets of not less than $5,000,000,000, and (c) has the highest rating obtainable from either S&P or Moody’s, provided that in the case of any Investment by Borrower or any Guarantor domiciled in Canada, “Cash Equivalents” shall also include (x) direct obligations of the Government of Canada or any Province of Canada (or any agency thereof), or obligations fully and unconditionally guaranteed by the Government of Canada or any Province of Canada (or any agency thereof), in each case maturing within three months after such date, so long as any such obligations of any Province of Canada or guaranteed by any Province of Canada (in each case, or any agency thereof) have a rating of at least A- from S&P or A3 by Moody’s, (y) investments of the type and maturity described in clauses (i) through (v) above of foreign obligors, which Investments or obligors (or Parents of such obligors) have ratings described in such clauses or equivalent ratings from comparable foreign rating agencies and (z) shares or money market mutual or similar funds which invest exclusively in assets otherwise satisfying the requirements of this definition (including this proviso).

“ Cash Interest Expense ” means, for any period, total cash interest expense (including that portion attributable to Capital Leases in accordance with GAAP and capitalized interest) of Borrower and its Subsidiaries on a consolidated basis with respect to all outstanding Indebtedness of Borrower and its Subsidiaries, including all commissions, discounts and other fees and charges owed with respect to letters of credit and net costs under Interest Rate Agreements, but excluding, however, (i) any amount not payable in Cash, (ii) any amounts referred to in Section 2.12(c) or (d) payable on or before the Funding Date and (iii) any amounts payable on the Funding Date (including any irrevocable deposit made on the Funding Date in respect of the payment at maturity of Existing Indebtedness) in connection with the repayment in whole of the Existing Indebtedness of Borrower and its Subsidiaries, including all interest and premium in connection therewith, provided that with respect to calculation of Cash Interest Expense for any period which includes the Fiscal Quarter ending June 30, 2016, any interest expense that would otherwise qualify as Cash Interest Expense arising in connection with the Existing Indebtedness during such Fiscal Quarter shall be disregarded and Borrower shall be deemed to have incurred the Obligations hereunder on April 1, 2016, and to have incurred the resulting Cash Interest Expense with respect to the Obligations commencing on April 1, 2016.

“ Cashless Roll Letter ” means that certain letter agreement regarding the cashless settlement of the Original Term Loans, dated as of April 5, 2016, by and among the Borrower, APLP, Goldman Sachs Lending Partners LLC, as administrative agent under the APLP Credit Agreement, and the Administrative Agent.

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“ CDOR Rate ” means, on any date, with respect to a particular term as specified herein, the rate per annum determined by Administrative Agent by reference to the average rate quoted on the display referred to as the “CDOR Page” (or any display substituted therefor) of Reuters Limited (or any successor thereto or Affiliate thereof), or such other page as may replace such page on such screen for the purpose of displaying Canadian interbank bid rates for Canadian Dollar bankers’ acceptances applicable to Canadian Dollar bankers’ acceptances with a term comparable to the applicable term, as applicable, as of 11:00 a.m. (Toronto, Canada time) on such date or if such date is not a Business Day, then on the immediately preceding Business Day.  If for any reason such display or rate is unavailable, “CDOR Rate” means the rate of interest determined by Administrative Agent that is equal to the arithmetic mean (rounded upwards to the nearest basis point) of the rates quoted by the Schedule I Reference Banks as of 11:00 a.m. (Toronto, Canada time) on such date in respect of bankers’ acceptances with a term comparable to the applicable term.  Notwithstanding the foregoing, the CDOR Rate shall at no time be less than zero.

“ Chambers Project ” means that certain 285 MW coal-fired power plant located in Carney’s Point Township, Salem County, New Jersey, and all related assets (including related real property).

“ Change of Control ” means, the occurrence of any of the following: (a) any Person or “group” (within the meaning of Rules 13d-3 and 13d-5 of the Exchange Act) or group of persons acting jointly or in concert (within the meaning of Part XX of the Securities Act (Ontario)) shall  (x) own and control legally and beneficially, directly or indirectly, Equity Interests representing more than 50% of the aggregate ordinary economic and voting power represented by the outstanding Equity Interests of all classes of Equity Interests of Sponsor or (y) have obtained the power (whether or not exercised) to elect a majority of the members of the board of directors (or similar governing body) of Sponsor, (b) the majority of the seats (other than vacant seats) on the board of directors (or similar governing body) of Sponsor cease to be occupied by Persons who either (x) were members of the board of directors of Sponsor on the Effective Date or (y) were nominated for election by the board of directors of Sponsor, a majority of whom were directors on the Effective Date or whose election or nomination for election was previously approved by a majority of such directors or (c) Sponsor shall cease to, directly or indirectly, own and control legally and beneficially on a fully diluted basis all of the economic and voting rights associated with ownership of all outstanding Equity Interests of all classes of Equity Interests of Borrower, or (d) a “Change of Control” or similar event, as defined in any document governing outstanding Indebtedness of Sponsor, Borrower or any of Borrower’s Subsidiaries having a principal amount in excess of $250,000,000.

“ Change of Control Offer ” as defined in Section 2.26.

“ Change of Control Payment ” as defined in Section 2.26.

“ Change of Control Payment Date ” as defined in Section 2.26.

“ Class ” means (i) with respect to Lenders, each of the following classes of Lenders: (a) Lenders having Term Loan Exposure and (b) Lenders having Revolving Exposure (including the Swing Line Lender), and (ii) with respect to Loans, each of the following classes of Loans: (a)

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Term Loans and (b) Revolving Loans (including Swing Line Loans), including in each case, as applicable, as modified from time to time in connection with the establishment of an Extended Loan Class pursuant to Section 2.25.

“ Collateral ” means, collectively, all of the real, personal and mixed property (including Equity Interests) in which Liens are purported to be granted pursuant to the Collateral Documents as security for the Obligations.

“ Collateral Agent ” as defined in the preamble hereto.

“ Collateral Documents ” means the U.S. Pledge and Security Agreement, the Canadian Collateral Documents, the Mortgages, the Landlord Personal Property Collateral Access Agreements, if any, the Intellectual Property Security Agreements, the Intercreditor Agreement, the Collateral Trust Agreement, the Depositary Agreement, the Control Agreements, if any, the U.S. Consents and Agreements, and all other instruments, documents and agreements delivered by or on behalf of any Credit Party or the General Partner pursuant to this Agreement or any of the other Credit Documents in order to grant to, or perfect in favor of, Collateral Agent, for the benefit of Secured Parties, a Lien on any real, personal or mixed property of that Credit Party as security for the Obligations.

“ Collateral Questionnaire ” means a certificate in form satisfactory to Collateral Agent that provides information with respect to the personal or mixed property of each Credit Party.

“ Collateral Trust Agreement ” means that certain Intercreditor and Collateral Trust Agreement, dated on or before the Funding Date, by and among Borrower, the Affiliates of Borrower party thereto, the Administrative Agent and Collateral Agent, substantially in the form of Exhibit L.

“ Commitment ” means any Revolving Commitment or Term Loan Commitment.

“ Commodity Exchange Act ” means the Commodity Exchange Act (7 U.S.C. § 1 et seq .), as amended from time to time, and any successor statute.

“ Commodity Hedge Agreement ” means (i) any agreement (including each confirmation entered into pursuant to any master agreement) providing for any swap, cap, collar, put, call, floor, future, option, spot, forward, power purchase and sale agreement (including, but not limited to, option and heat rate options), fuel purchase and sale agreement, tolling agreement and capacity purchase agreement, and (ii) to the extent entered into for the purposes of satisfying the requirements of the Projects and not for speculative purposes, any emissions credit purchase or sale agreement, power transmission agreement, fuel transmission agreement, fuel storage agreement, netting agreement or similar agreement, in each case entered into in respect of any commodity, including any energy management agreements having any such characteristics, and any agreement providing for credit support for any of the foregoing, in all cases whether settled financially or physically.

“ Commodity Hedge Counterparty ” means any Person (a) that is, as of the date of the applicable Commodity Hedge Agreement, (i) a commercial bank, insurance company or other similar financial institution or any Affiliate thereof, (ii) a public utility, (iii) in the business of

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selling, marketing, purchasing or distributing electric energy, capacity, ancillary services or fuel and (b) has the Required Rating.

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

“ Consent and Agreement ” means a consent and agreement with respect to a Contractual Obligation of Borrower or any Subsidiary, entered into by and among Borrower or such Subsidiary, the counterparty(ies) to such Contractual Obligation and Collateral Agent, each of which shall be substantially in the form of Exhibit M or in such other form as may be reasonably acceptable to Administrative Agent.

“ Consolidated Current Assets ” means, as at any date of determination, the total assets of a Person and its Subsidiaries on a consolidated basis that may properly be classified as current assets in conformity with GAAP, excluding Cash and Cash Equivalents.

“ Consolidated Current Liabilities ” means, as at any date of determination, the total liabilities of a Person and its Subsidiaries on a consolidated basis that may properly be classified as current liabilities in conformity with GAAP, excluding the current portion of long term debt.

“ Consolidated Excess Cash Flow ” means, for any period, an amount (if positive) equal to:

(i) the sum, without duplication, of the amounts for such period of (a) Consolidated Net Income, plus , (b) to the extent reducing Consolidated Net Income, the sum, without duplication, of amounts for non-Cash charges reducing Consolidated Net Income, including for depreciation and amortization (excluding any such non-Cash charge to the extent that it represents an accrual or reserve for potential Cash charge in any future period or amortization of a prepaid Cash charge that was paid in a prior period), plus (c) all taxes deducted in determining Consolidated Net Income, plus (d) the Consolidated Working Capital Adjustment, plus (e) consolidated interest expense determined in accordance with GAAP (which, for the avoidance of doubt, shall not include any payments due pursuant to the terms of any Preferred Equity) to the extent deducted in determining Consolidated Net Income, minus

(ii) the sum, without duplication, of (a) the amounts for such period paid from Internally Generated Cash of (1) scheduled repayments of Indebtedness for borrowed money (excluding repayments of Revolving Loans or Swing Line Loans, except to the extent the Revolving Commitments are permanently reduced in connection with such repayments) and scheduled repayments of obligations under Capital Leases (excluding any interest expense portion thereof), (2) Capital Expenditures, plus (b) other non-Cash gains increasing Consolidated Net Income for such period (excluding any such non-Cash gain to the extent it represents the reversal of an accrual or reserve for potential Cash gain in any prior period), plus (c) all taxes paid in cash during such Fiscal Year, plus (d) consolidated interest expense determined in accordance with GAAP to the extent paid in cash.  As used in this clause (ii), “scheduled repayments of Indebtedness” does not include (x) mandatory prepayments or voluntary prepayments and (y) repayments of Loans made with Cash proceeds of any Indebtedness.

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“ Consolidated Net Income ” means, for any period, (i) the net income (or loss) of Borrower and its Subsidiaries on a consolidated basis for such period taken as a single accounting period determined in conformity with GAAP, minus (ii) (a) the income (or loss) of any Person (other than a Subsidiary of Borrower) in which any other Person (other than Borrower or any of its Subsidiaries) has a joint interest, except to the extent of the amount of dividends or other distributions actually paid to Borrower or any of its Subsidiaries by such Person during such period, (b)  the income (or loss) of any Person accrued prior to the date it becomes a Subsidiary of Borrower or is merged into or consolidated with Borrower or any of its Subsidiaries or that Person’s assets are acquired by Borrower or any of its Subsidiaries, (c) the income of any Subsidiary of Borrower to the extent that the declaration or payment of dividends or similar distributions by that Subsidiary of that income is not at the time permitted by operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to that Subsidiary, (c) any after tax gains or losses attributable to Asset Sales or returned surplus assets of any Pension Plan, (d) the income (or loss) attributable to the early extinguishment of Indebtedness and (e) (to the extent not included in clauses (a) through (d) above) any net extraordinary gains or net extraordinary losses.

“ Consolidated Total Assets ” means, as at any date of determination, the total assets of the Borrower and its Subsidiaries, determined on a consolidated basis in accordance with GAAP, as shown on the most recent balance sheet of the Borrower delivered pursuant to Section 5.1(a) or Section 5.1(b).

“ Consolidated Total Debt ” means, as of any date of determination, the aggregate stated balance sheet amount of all Indebtedness of Borrower and its Subsidiaries (or, if higher, the par value or stated face amount of all such Indebtedness (other than zero coupon Indebtedness)) determined on a consolidated basis in accordance with GAAP.

“ Consolidated Working Capital ” means, as at any date of determination, the excess of Consolidated Current Assets of Borrower and its Subsidiaries over Consolidated Current Liabilities of Borrower and its Subsidiaries.

“ Consolidated Working Capital Adjustment ” means, for any period on a consolidated basis, the amount (which may be a negative number) by which Consolidated Working Capital as of the beginning of such period exceeds (or is less than) Consolidated Working Capital as of the end of such period.  In calculating the Consolidated Working Capital Adjustment there shall be excluded the effect of reclassification during such period of current assets to long term assets and current liabilities to long term liabilities and the effect of any Permitted Acquisition during such period; provided that there shall be included with respect to any Permitted Acquisition during such period an amount (which may be a negative number) by which the Consolidated Working Capital acquired in such Permitted Acquisition as at the time of such acquisition exceeds (or is less than) Consolidated Working Capital at the end of such period.

“ Contractual Obligation ” means, as applied to any Person, any provision of any Security issued by that Person or of any indenture, mortgage, deed of trust, contract, undertaking, agreement or other instrument to which that Person is a party or by which it or any of its properties is bound or to which it or any of its properties is subject.

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“ Contributing Guarantors ” as defined in Section 7.2.

“ Control Agreements ” means each control agreement to be executed and delivered by Collateral Agent for the benefit of the Secured Parties, a securities intermediary or depositary bank and the applicable Borrower Credit Party on or following the Funding Date and each control agreement to be executed and delivered by Collateral Agent, a securities intermediary or depositary bank and Borrower and its applicable Subsidiaries pursuant to the terms of the U.S. Pledge and Security Agreement or the Canadian Pledge and Security Agreement with such modifications as Collateral Agent may reasonably request or approve.

“ Conversion/Continuation Date ” means the effective date of a continuation or conversion, as the case may be, as set forth in the applicable Conversion/Continuation Notice.

“ Conversion/Continuation Notice ” means a Conversion/Continuation Notice substantially in the form of Exhibit A 2.

“ Corresponding Amount ” as defined in Section 2.6(b).

“ Counterpart Agreement ” means a Counterpart Agreement substantially in the form of Exhibit H delivered by a Borrower Credit Party pursuant to Section 5.10.

“ Credit Date ” means the date of a Credit Extension.

“ Credit Document ” means any of this Agreement, the Notes, if any, the Collateral Documents, the General Partner Limited Guarantee, any Issuer Documents, the Fee Letters, and all other documents, certificates, instruments or agreements executed and delivered by or on behalf of a Credit Party or the General Partner for the benefit of any Agent, any L/C Issuer or any Lender in connection herewith on or after the date hereof, which, for the avoidance of doubt, shall in no event include any Hedge Agreements or Permitted Secured Commodity Hedge Agreement.

“ Credit Extension ” means the making of a Loan or the issuing of a Letter of Credit.

“ Credit Party ” means Sponsor and each Borrower Credit Party.

“ Currency Agreement ” means any foreign exchange contract, currency swap agreement, futures contract, option contract, synthetic cap or other similar agreement or arrangement, each of which is for the purpose of hedging the foreign currency risk associated with Borrower’s and its Subsidiaries’ operations and not for speculative purposes.

“ Curtis Palmer ” means Curtis Palmer LLC, a Delaware limited liability company.

“ Debt Service Reserve Account ” as defined in the Depositary Agreement.

“ Debt Service Reserve Requirement ” as defined in the Depositary Agreement.

“ Debtor Relief Laws ” means the Bankruptcy Code, the Bankruptcy and Insolvency Act (Canada), the Companies Creditors Arrangement Act (Canada), the Winding-up and

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Restructuring Act (Canada), the Canada Business Corporations Act and 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.

“ Default ” means a condition or event that, after notice or lapse of time or both, would constitute an Event of Default.

“ Defaulting Lender ” means subject to Section 2.23(b), any Lender that (a) has failed to (i) fund all or any portion of its Loans within two Business Days of the date such Loans were required to be funded hereunder unless such Lender notifies Administrative Agent and Borrower in writing that such failure is the result of such Lender’s determination that one or more conditions precedent to funding (which conditions precedent, together with the applicable default, if any, shall be specifically identified in such writing) has not been satisfied, or (ii) pay to Administrative Agent, applicable L/C Issuer, Swing Line Lender or any other Lender any other amount required to be paid by it hereunder (including in respect of its participation in Letters of Credit or Swing Line Loans) within two Business Days of the date when due, (b) has notified Borrower, Administrative Agent, applicable L/C Issuer or Swing Line Lender in writing that it does not intend to comply with its funding obligations hereunder, or has made a public statement to that effect (unless such writing or public statement relates to such Lenders’ obligation to fund a Loan hereunder and states that such position is based on such Lender’s determination that a condition precedent to funding (which condition precedent, together with the applicable default, if any, shall be specifically identified in such writing or public statement) cannot be satisfied), (c) has failed, within three Business Days after written request by Administrative Agent, Borrower or the applicable L/C Issuer, to confirm in writing to Administrative Agent, or such L/C Issuer, and Borrower that it will comply with its prospective funding obligations hereunder ( provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon receipt of such written confirmation by Administrative Agent, the applicable L/C Issuer and Borrower), or (d) Administrative Agent has received notification that such Lender has, or has a direct or indirect parent company that is (x) insolvent, or is generally unable to pay its debts as they become due, or admits in writing its inability to pay its debts as they become due, or makes a general assignment for the benefit of its creditors, (y) the subject of a bankruptcy, insolvency, reorganization, liquidation or similar proceeding, or a receiver, trustee, conservator, intervenor or sequestrator or the like has been appointed for such Lender or its direct or indirect parent company, or such Lender or its direct or indirect parent company has taken any action in furtherance of or indicating its consent to or acquiescence in any such proceeding or appointment or (z) the subject of a Bail-in Action; provided that a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any Equity Interest in that Lender or any direct or indirect parent company thereof by a Governmental Authority so long as such ownership interest does not result in or provide such Lender with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such Governmental Authority or instrumentality) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender.

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“ Deposit Account ” means a demand, time, savings, passbook or like account with a bank, savings and loan association, credit union or like organization, other than an account evidenced by a negotiable certificate of deposit.

“ Depositary Agreement ” means the depositary agreement substantially in the form of Exhibit N hereto, as it may be amended, restated, supplemented or otherwise modified from time to time.

“ Depositary Bank ” as defined in the Depositary Agreement.

“ Discharge of Obligations ” as defined in the Depositary Agreement.

“ Disqualified Equity Interests ” means any Equity Interest which, by its terms (or by the terms of any security or other Equity Interests into which it is convertible or for which it is exchangeable), or upon the happening of any event or condition (i) matures or is mandatorily redeemable (other than solely for Equity Interests which are not otherwise Disqualified Equity Interests), pursuant to a sinking fund obligation or otherwise, (ii) is redeemable at the option of the holder thereof (other than solely for Equity Interests which are not otherwise Disqualified Equity Interests), in whole or in part, (iii) provides for the scheduled payments or dividends in cash, or (iv) is or becomes convertible into or exchangeable for Indebtedness or any other Equity Interests that would constitute Disqualified Equity Interests, in each case, prior to the date that is 91 days after the Latest Maturity Date of the Term Loans, except, in the case of clauses (i) and (ii), if as a result of a change of control or asset sale, so long as any rights of the holders thereof upon the occurrence of such a change of control or asset sale event are subject to the prior payment in full of all Obligations, the cancellation or expiration (without any pending drawings) of all Letters of Credit and the termination of the Commitments.

“ Distribution Account ” as defined in the Depositary Agreement.

“ Dividend Payment ” as defined in Section 2.7.

“ Dollar Equivalent ” means (i) with respect to an amount denominated in Canadian Dollars on any date, the amount of Dollars that may be purchased with such amount of Canadian Dollars at the Spot Exchange Rate on such date and (ii) with respect to an amount denominated in Dollars on any date, the amount thereof.

“ Dollars ” and the sign “ $ ” mean the lawful money of the United States of America.

“ EEA Financial Institution ” means (a) any credit institution or investment firm established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a) of this definition, or (c) any financial institution established in an EEA Member Country which is a subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision with its parent.

“ EEA Member Country ” means any of the member states of the European Union, Iceland, Liechtenstein, and Norway.

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“ EEA Resolution Authority ” means any public administrative authority or any person entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.

“ EF Oxnard Easement ” means the Easement Grant Deed and Easement Agreement, dated July 26, 1989 and recorded in the Official Records of Ventura County, California as Document No. 89-119733, whereby Boskovich Farms, Inc. granted to EF Oxnard Inc. an easement under, over and across the specific portions of the Servient Tenement (as defined in Exhibit A thereto), as amended by the Amendment to Easement Grant Deed and Agreement, dated December 9, 2015 and recorded in the Official Records of Ventura County, California on or about the date hereof.

“ Effective Date ” means the date on which all the conditions set forth in Section 3.1 have been satisfied (or waived in accordance with the terms of this Agreement).

“ Effective Date Certificate ” means an Effective Date Certificate substantially in the form of Exhibit G 1.

“ Eligible Assignee ” means any Person other than a natural Person that is (i) a Lender, an Arranger, an affiliate of any Lender or Arranger or a Related Fund (any two or more Related Funds being treated as a single Eligible Assignee for all purposes hereof), or (ii) a commercial bank, financial institution, insurance company, investment or mutual fund or other entity that is an “accredited investor” (as defined in Regulation D under the Securities Act) and which extends credit or buys loans in the ordinary course of business; provided , no Defaulting Lender, Credit Party or Affiliate of a Credit Party shall be an Eligible Assignee.

“ Employee Benefit Plan ” means any “employee benefit plan” as defined in Section 3(3) of ERISA which is, or was within the six-year period immediately preceding the date hereof, sponsored, maintained or contributed to by, or required to be contributed by, Borrower, any of its Subsidiaries or any of their respective ERISA Affiliates.

“ Environmental Claim ” means any written notice, notice of violation, claim, action, suit, proceeding, summons, demand, abatement order or other order or directive (conditional or otherwise), by any Governmental Authority or any other Person, arising (i) pursuant to or in connection with any actual or alleged violation of any Environmental Law; (ii) in connection with any Hazardous Material or any actual or alleged Hazardous Materials Activity; or (iii) in connection with any actual or alleged damage, injury, threat or harm to health, safety, natural resources or the environment.

“ Environmental Laws ” means any and all current or future foreign or domestic, federal, state, provincial, territorial or municipal (or any subdivision of any of them) laws (including, without limitation, common law and rules, regulations, judgments, Governmental Authorizations, or any other legal requirements of Governmental Authorities), statutes, ordinances, by-laws duly imposed by Governmental Authorities, orders, rules or regulations relating to (i) any Hazardous Materials Activity; (ii) the generation, use, storage, transportation or disposal of Hazardous Materials; (iii) the protection of natural resources or the environment, or the protection of plant, animal or human health and safety; or (iv) occupational health and

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safety in any manner imposing legal requirements on Borrower or any of its Subsidiaries or any Project.

“ EPP Financing Documents ” has the meaning set forth in Schedule 6.1, each as in effect on the Effective Date, without giving effect to any amendment thereto.

“ Equistar ” as defined in Section 5.20.

“ Equity Interests ” means any and all shares, interests, participations or other equivalents (however designated) of capital stock of a corporation, any and all equivalent ownership interests in a Person (other than a corporation), including partnership interests and membership interests, and any and all warrants, rights or options to purchase or other arrangements or rights to acquire any of the foregoing.

“ ERCOT ” means the Electricity Reliability Council of Texas.

“ ERISA ” means the Employee Retirement Income Security Act of 1974, as amended from time to time, and any successor thereto.

“ ERISA Affiliate ” means, as applied to any Person, (i) any corporation which is a member of a controlled group of corporations within the meaning of Section 414(b) of the Internal Revenue Code of which that Person is a member; (ii) any trade or business (whether or not incorporated) which is a member of a group of trades or businesses under common control within the meaning of Section 414(c) of the Internal Revenue Code of which that Person is a member; and (iii) any member of an affiliated service group within the meaning of Section 414(m) or (o) of the Internal Revenue Code of which that Person, any corporation described in clause (i) above or any trade or business described in clause (ii) above is a member.

“ ERISA Event ” means (i) a “reportable event” within the meaning of Section 4043 of ERISA and the regulations issued thereunder with respect to any Pension Plan (excluding those for which the provision for 30 day notice to the PBGC has been waived by regulation in effect on the date hereof); (ii) the failure to meet the minimum funding standard of Sections 412 and 430 of the Internal Revenue Code and Sections 302 and 303 of ERISA with respect to any Pension Plan (whether or not waived in accordance with Section 412(c) of the Internal Revenue Code and Section 302(c) of ERISA) or the failure to make by its due date a required installment under Section 430(j) of the Internal Revenue Code with respect to any Pension Plan or the failure to make any required contribution to a Multiemployer Plan; (iii) the provision by the administrator of any Pension Plan pursuant to Section 4041(a)(2) of ERISA of a notice of intent to terminate such plan in a distress termination described in Section 4041(c) of ERISA; (iv) the withdrawal by Borrower, any of its Subsidiaries or any of their respective ERISA Affiliates from any Pension Plan with two or more contributing sponsors or the termination of any such Pension Plan resulting in liability to Borrower, any of its Subsidiaries or any of their respective ERISA Affiliates pursuant to Section 4063 or 4064 of ERISA; (v) the institution by the PBGC of proceedings to terminate any Pension Plan, or the occurrence of any event or condition which might reasonably constitute grounds under ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan; (vi) the imposition of liability on Borrower, any of its Subsidiaries or any of their respective ERISA Affiliates pursuant to Section 4062(e) or 4069 of

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ERISA or by reason of the application of Section 4212(c) of ERISA; (vii) the withdrawal of Borrower, any of its Subsidiaries or any of their respective ERISA Affiliates in a complete or partial withdrawal (within the meaning of Sections 4203 and 4205 of ERISA) from any Multiemployer Plan if there is any potential liability therefore, or the receipt by Borrower, any of its Subsidiaries or any of their respective ERISA Affiliates of notice from any Multiemployer Plan that it is in insolvency pursuant to Section 4245 of ERISA, or that it intends to terminate or has terminated under Section 4041A or 4042 of ERISA; (viii) the assertion of a material claim (other than routine claims for benefits) against any Employee Benefit Plan other than a Multiemployer Plan or the assets thereof, against Borrower, any of its Subsidiaries or any of their respective ERISA Affiliates in connection with any Employee Benefit Plan; (ix) receipt from the IRS of notice of the failure of any Pension Plan of Borrower or any of its Subsidiaries (or any other Employee Benefit Plan intended to be qualified under Section 401(a) of the Internal Revenue Code) to qualify under Section 401(a) of the Internal Revenue Code, or the failure of any trust forming part of any such Pension Plan to qualify for exemption from taxation under Section 501(a) of the Internal Revenue Code; (x) the imposition of a lien pursuant to Section 430(k) of the Internal Revenue Code or Section 303(k) of ERISA; or (xi) any event with respect to any Foreign Plan which is similar to any event described in any of subsections (i) through (x) hereof.

“ EU Bail-In Legislation Schedule ” means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor person), as in effect from time to time.

“ Eurodollar Rate Loan ” means a Loan bearing interest at a rate determined by reference to the Adjusted Eurodollar Rate.

“ Event of Default ” means each of the conditions or events set forth in Section 8.1.

“ EWG ” means an “exempt wholesale generator,” as defined in PUHCA and the FERC’s regulations at 18 C.F.R. § 366.1.

“ Exchange Act ” means the Securities Exchange Act of 1934, as amended from time to time, and any successor statute.

“ Excluded Assets ” means “Excluded Assets” as defined in the U.S. Pledge and Security Agreement or “Excluded Assets” as defined in the Canadian Pledge and Security Agreement.

“ Excluded Subsidiary ” means:  (a) each Subsidiary that is an Immaterial Subsidiary, for so long as such Subsidiary remains an Immaterial Subsidiary; (b) each Subsidiary to the extent that (i) such Subsidiary is prohibited from guaranteeing the Obligations by applicable law or any applicable Contractual Obligation as in effect on the date hereof or, thereafter, a bona fide Contractual Obligation in favor of a Person (other than Borrower or any of their subsidiaries or Affiliates) (the prohibition contained in which was not entered into in contemplation of this provision) for which the required consents have not been obtained, (ii) any Contractual Obligation prohibits such guarantee without the consent of the other party, (iii) a guarantee of the Obligations would give any other party to a Contractual Obligation the right to terminate its obligation thereunder or (iv) a guarantee of the Obligations by such Subsidiary is reasonably

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expected to result in the loss of a Governmental Authorization; (c) Frederickson Power L.P., Atlantic Piedmont Holdings, LLC, Piedmont Green Power, LLC, Atlantic Cadillac Holdings, LLC, Cadillac Renewable Energy LLC, Teton Power Funding, LLC, Teton East Coast Generation LLC, Teton Selkirk LLC, Orlando Power Generation I LLC, Orlando Power Generation II LLC, Baker Lake Hydro LLC, Olympia Hydro LLC, Concrete Hydro Partners Limited Partnership, Harbor Capital Holdings, LLC, or Epsilon Power Partners, LLC or (d) any other Subsidiary with respect to which, in the reasonable judgment of Administrative Agent, the cost of providing a guarantee is excessive in view of the benefits to be obtained by the Lenders.

“ Excluded Swap Obligation ” means, with respect to any Guarantor, (x) as it relates to all or a portion of the Guaranty of such Guarantor, any Swap Obligation if, and to the extent that, such Swap Obligation (or any guarantee thereof) is or becomes illegal under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof) by virtue of such Guarantor’s failure for any reason to constitute an “eligible contract participant” as defined in the Commodity Exchange Act and the regulations thereunder at the time the Guaranty of such Guarantor becomes effective with respect to such Swap Obligation or (y) as it relates to all or a portion of the grant by such Guarantor of a security interest, any Swap Obligation if, and to the extent that, such Swap Obligation (or such security interest in respect thereof) is or becomes illegal under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof) by virtue of such Guarantor’s failure for any reason to constitute an “eligible contract participant” as defined in the Commodity Exchange Act and the regulations thereunder at the time the security interest of such Guarantor becomes effective with respect to such Swap Obligation.  If a Swap Obligation arises under a master agreement governing more than one swap, such exclusion shall apply only to the portion of such Swap Obligation that is attributable to swaps for which such Guaranty or security interest is or becomes illegal.

“ Excluded Taxes ” means (i) Taxes on the overall net income of any Lender or other recipient, (ii) any Taxes in respect of payments by or on account of any obligation of a Credit Party hereunder or under any Credit Document (A) to a Lender or other recipient that does not deal at arm’s length (within the meaning of the ITA) with the payer at the time of making such payment, except if such payment is made during an Event of Default that has occurred and is continuing, or (B) to a Lender or other recipient that is a “specified shareholder” (within the meaning of subsection 18(5) of the ITA) of any Credit Party that is a resident of Canada for the purposes of the ITA at the time of payment or does not deal at arm’s length (for the purposes of the ITA) with a “specified shareholder” of any such Canadian resident Credit Party at the time of payment, (iii) any amount of Tax arising solely because of the failure of a Lender or other recipient to comply with Section 2.21(c), and (iv) any U.S. federal withholding Taxes imposed under FATCA.

“ Existing Indebtedness ” means (i) Indebtedness and other obligations outstanding under the APLP Credit Agreement, (ii) Indebtedness and other obligations outstanding under the Sponsor’s 6.250% Convertible Unsecured Debentures, due March 2017, and (iii) Indebtedness and other obligations outstanding under the Sponsor’s 5.600% Convertible Unsecured Debentures, due June 30, 2017.

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“ Existing Letters of Credit ” means each letter of credit identified on Schedule 2.3 hereto.

“ Existing Project Indebtedness ” means Indebtedness set forth in the Piedmont Financing Documents, the Cadillac Financing Documents and the EPP Financing Documents and any refinancings and extensions of such Indebtedness permitted in accordance with Section 6.1(h).

“ Existing Revolving Commitments ” as defined in Section 2.25.

“ Existing Revolving Loans ” as defined in Section 2.25.

“ Existing Term Loans ” as defined in Section 2.25.

“ Extended Loan Class ” as defined in Section 2.25.

“ Extended Maturity Date ” as defined in Section 2.25.

“ Extended Revolving Commitments ” as defined in Section 2.25.

“ Extended Revolving Loans ” as defined in Section 2.25.

“ Extended Term Loans ” as defined in Section 2.25.

“ Extension ” as defined in Section 2.25.

“ Extension Amendment ” as defined in Section 2.25.

“ Extension Offer ” as defined in Section 2.25.

“ Facility ” means any real property (including all buildings, fixtures or other improvements located thereon) now, hereafter or heretofore owned, leased, operated or used by Borrower or any of its Subsidiaries or any of their respective predecessors or Affiliates.

“ Fair Share ” as defined in Section 7.2.

“ Fair Share Contribution Amount ” as defined in Section 7.2.

“ FATCA ” means Sections 1471 through 1474 of the Internal Revenue Code, as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof and any agreements entered into pursuant to Section 1471(b)(1) of the Internal Revenue Code, any intergovernmental agreement between a non-U.S. jurisdiction and the United States of America with respect to the foregoing and any law, regulation or practice adopted pursuant to any such intergovernmental agreement.

“ Federal Funds Effective 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

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Federal Reserve Bank of New York on the Business Day next succeeding such day; provided , (i) if such day is not a Business Day, the Federal Funds Effective 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 (ii) if no such rate is so published on such next succeeding Business Day, the Federal Funds Effective Rate for such day shall be the average rate charged to Administrative Agent on such day on such transactions as determined by Administrative Agent.

“ Fee Letters ” means collectively (a) the agency fee letter, dated as of April 13, 2016, among Collateral Agent, Administrative Agent and Borrower, (b) the fee letter, dated on or about the date hereof, between the Depositary Bank and Borrower, (c) the Arranger Fee Letter and (d) each other fee letter, dated on or about the date hereof, between Borrower and each other Term Facility Arranger in such capacity.

“ FERC ” means the Federal Energy Regulatory Commission.

“ Financial Officer Certification ” means, with respect to the financial statements for which such certification is required, the certification of the chief financial officer of the Sponsor that such financial statements fairly present, in all material respects, the financial condition of the Sponsor and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated, subject to changes resulting from audit and normal year-end adjustments.

“ Financial Plan ” as defined in Section 5.1(h).

“ First Priority ” means, with respect to any Lien purported to be created in any Collateral pursuant to any Collateral Document, that such Lien is the only Lien to which such Collateral is subject, other than any Permitted Lien, and, in the case of priority only, any Permitted Superior Lien.

“ Fiscal Quarter ” means a fiscal quarter of any Fiscal Year.

“ Fiscal Year ” means the fiscal year of Borrower and its Subsidiaries ending on December 31st of each calendar year.

“ Flood Certificate ” means a “Standard Flood Hazard Determination Form” of the Federal Emergency Management Agency and any successor Governmental Authority performing a similar function.

“ Flood Hazard Property ” means any Real Estate Asset subject to a mortgage in favor of Collateral Agent, for the benefit of Secured Parties, and located in an area designated by the Federal Emergency Management Agency as having special flood or mud slide hazards.

“ Flood Program ” means the National Flood Insurance Program created by the U.S. Congress pursuant to the National Flood Insurance Act of 1968, the Flood Disaster Protection Act of 1973, the National Flood Insurance Reform Act of 1994 and the Flood Insurance Reform Act of 2004, in each case as amended from time to time, and any successor statutes.

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“ Flood Zone ” means areas having special flood hazards as described in the National Flood Insurance Act of 1968, as amended from time to time, and any successor statute.

“ Foreign Plan ” means any material employee benefit plan, agreement, fund, program, practice or policy, whether oral or written, formal or informal, funded or unfunded, insured or uninsured, providing employee benefits, including medical, hospital care, dental, sickness, accident, disability, life insurance, pension, supplemental pension, retirement or savings benefits, that (i) is or was within the six-year period immediately preceding the date hereof maintained or contributed to, or required to be contributed to, by Borrower or any of its Subsidiaries for the benefit of any employee located outside of the United States or (ii) is otherwise subject to the laws of any country (or political subdivision thereof) other than the United States; but excluding any statutory benefit plans which Borrower or any of its Subsidiaries is required to participate in or comply with in Canada, such as the Canada Pension Plan, the Quebec Pension Plan and plans administered pursuant to applicable health, tax, workplace safety insurance and employment insurance legislation.

“ FPA ” means the Federal Power Act, as amended, and the regulations publicly promulgated thereunder.

“ Frederickson Guarantee ” means one or more guarantees made by APLP in favor of Puget Sound Energy, Inc. (including its successors and assigns) in respect of obligations of Frederickson Power L.P. under the Frederickson JOA, the Frederickson O&M Agreement, the Shared Services, Cooperation and Indemnification Agreement (each as defined on Schedule 4.16 hereto) and the related reciprocal easement agreement (each as in effect on the Effective Date, without giving effect to any amendment thereto).

“ Frederickson JV Documents ” means, collectively, the Frederickson JOA, the Frederickson O&M Agreement, the Shared Services, Cooperation and Indemnification Agreement (each as defined on Schedule 4.16 hereto) and the related reciprocal easement agreement (each as in effect on the Effective Date, without giving effect to any amendment thereto).

“ Frederickson Project ” means that certain 249 MW gas-fueled power plant located in Tacoma, Washington, and all related assets (including related real property).

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

“ FUCO ” means “foreign utility company” as defined in PUHCA and the FERC’s regulations at 18 C.F.R. § 366.1.

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“ Funding Date ” means the date on which all of the conditions set forth in Section 3.2 have been satisfied (or waived in accordance with the terms hereof).

“ Funding Date Certificate ” means a Funding Date Certificate substantially in the form of Exhibit G 2.

“ Funding Date Funds Flow Memorandum ” means that certain funds flow memorandum to be dated the Funding Date and delivered by Borrower to the Depositary Bank, Administrative Agent, Collateral Agent and the L/C Issuers in connection with the application of Loan proceeds on the Funding Date, which funds flow memorandum shall be in form and substance reasonably satisfactory to the Administrative Agent and the L/C Issuers.

“ Funding Date Mortgaged Property ” as defined in Section 3.2(d)(i).

“ Funding Guarantors ” as defined in Section 7.2.

“ Funding Notice ” means a notice substantially in the form of Exhibit A 1.

“ GAAP ” means generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as have been approved by a significant segment of the accounting profession.

“ General Partner ” as defined in the preamble hereto.

“ General Partner Limited Guarantee ” means that certain limited recourse guarantee to be executed by the General Partner substantially in the form of Exhibit S.

“ Generation Facility ” as defined in Section 4.30.

“ Goldman Sachs ” as defined in the preamble hereto.

“ Governmental Authority ” means any applicable foreign or domestic, federal, state, provincial, municipal, supranational, national or other government, governmental department, commission, board, tribunal, bureau, court, central bank, agency, system operator or instrumentality or political subdivision thereof or any entity, officer, inspector, investigator  or examiner exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to any government or any court, in each case whether associated with a state of the United States, a province or territory of Canada, Canada, the United States, the European Union, or a foreign entity or government.

“ Governmental Authorization ” means any permit, license, authorization, approval, plan, directive, consent order or consent decree, certificate, registration, consent, exemption, variance, order, or similar authorization of or from any Governmental Authority.

“ Grantor ” means a “Grantor” as defined in the U.S. Pledge and Security Agreement, the Canadian Pledge and Security Agreement or the Canadian Pledge Agreement.

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“ Guaranteed Obligations ” as defined in Section 7.1.

“ Guarantor ” means (i) the Sponsor and (ii) each Subsidiary of Borrower (other than Excluded Subsidiaries) listed on the signature pages of this Agreement, and (iii) each Subsidiary (other than Excluded Subsidiaries) of Borrower that, after the Effective Date, signs a Counterpart Agreement or such other accession agreement to this Agreement (accepted and agreed by, and in form and substance reasonably satisfactory to, Administrative Agent) as a Guarantor, in each case until such Person shall cease to be a Guarantor in compliance with the provisions of this Agreement.

“ Guaranty ” means the guaranty of each Guarantor set forth in Section 7.

“ Hazardous Materials ” means, any solid, liquid, gas, chemical, material or substance, exposure to which is prohibited, limited or regulated by any Governmental Authority, or which is otherwise characterized under or pursuant to any Environmental Law as “hazardous,” “toxic,” “pollutant,” “contaminant,” “radioactive,” “deleterious,” or words of similar meaning.

“ Hazardous Materials Activity ” means any past, current, proposed or threatened activity, event or occurrence involving Hazardous Materials, including the use, manufacture, possession, storage, holding, presence, existence, Release, threatened Release, discharge, placement, generation, transportation, import, export, processing, construction, treatment, abatement, removal, remediation, disposal, disposition or handling of any Hazardous Materials, and any corrective action or response action with respect to any of the foregoing.

“ Hedge Agreement ” means an Interest Rate Agreement or a Currency Agreement entered into by Borrower or any Guarantor with a Lender Counterparty.

“ Highest Lawful Rate ” means the maximum lawful interest rate, if any, that at any time or from time to time may be contracted for, charged, or received under the laws applicable to any Lender which are presently in effect or, to the extent allowed by law, under such applicable laws which may hereafter be in effect and which allow a higher maximum nonusurious interest rate than applicable laws now allow.

“ Historical Financial Statements ” means as of the Funding Date, (i) the audited financial statements of the Sponsor and its Subsidiaries for the three Fiscal Years ending on December 31, 2012, December 31, 2013 and December 31, 2014, consisting of balance sheets and the related consolidated statements of income, stockholders’ equity and cash flows for such Fiscal Years, and (ii) the unaudited financial statements of the Sponsor and its Subsidiaries as of the most recent Fiscal Quarter ended after the date of the most recent audited financial statements and at least 45 days prior to the Funding Date, in each case consisting of a balance sheet and the related consolidated statements of income, stockholders’ equity and cash flows for the three, six or nine month period, as applicable, ending on such date, and, in the case of the audited financial statements of the Sponsor and its Subsidiaries for the Fiscal Year ending on December 31, 2014 as further described in clause (i) and in the case of clause (ii), certified by the chief financial officer of the Sponsor that they fairly present, in all material respects, the financial condition of the Sponsor and its Subsidiaries as at the dates indicated and the results of

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their operations and their cash flows for the periods indicated, subject to absence of footnotes and changes resulting from audit and normal year-end adjustments.

“ Honor Date ” as defined in Section 2.3(c)(i).

“ ICBC ” as defined in the preamble hereto.

“ IESO ” as defined in Section 4.29.

“ Immaterial Subsidiary ” means each Subsidiary that meets all of the following criteria as of the date of the most recent balance sheet required to be delivered pursuant to Section 5.1: (a) the assets of such Subsidiary and its Subsidiaries (on a consolidated basis) as of such date do not exceed an amount equal to 1% of the consolidated assets of Borrower and its Subsidiaries as of such date; and (b) the revenues of such Subsidiary and its Subsidiaries (on a consolidated basis) for the Fiscal Quarter ending on such date does not exceed an amount equal to 1% of the consolidated revenues of Borrower and its Subsidiaries for such period; provided , however , that (x) the aggregate assets of all Immaterial Subsidiaries and their Subsidiaries (on a consolidated basis) as of such date may not exceed an amount equal to 3% of the consolidated assets of Borrower and its Subsidiaries as of such date; and (y) the aggregate revenues of all Immaterial Subsidiaries and their Subsidiaries (on a consolidated basis) for the Fiscal Quarter ending on such date may not exceed an amount equal to 3% of the consolidated revenues of Borrower and its Subsidiaries for such period.

“ Increased Cost Lender ” as defined in Section 2.24.

“ Indebtedness ” means, as applied to any Person, without duplication, (i) all indebtedness for borrowed money; (ii) that portion of obligations with respect to Capital Leases that is properly classified as a liability on a balance sheet in conformity with GAAP; (iii) notes payable and drafts accepted representing extensions of credit whether or not representing obligations for borrowed money; (iv) any obligation owed for all or any part of the deferred purchase price of property or services, including any earn-out obligations, which purchase price is (a) due more than six months from the date of incurrence of the obligation in respect thereof or (b) evidenced by a note or similar written instrument; (v) all indebtedness secured by any Lien on any property or asset owned or held by that Person regardless of whether the indebtedness secured thereby shall have been assumed by that Person or is nonrecourse to the credit of that Person; (vi) the face amount of any bankers’ acceptance or letter of credit issued for the account of that Person or as to which that Person is otherwise liable for reimbursement of drawings; (vii) Disqualified Equity Interests; (viii) the direct or indirect guaranty, endorsement (otherwise than for collection or deposit in the ordinary course of business), co making, discounting with recourse or sale with recourse by such Person of the obligation of another; (ix) any obligation of such Person the primary purpose or intent of which is to provide assurance to an obligee that the obligation of the obligor thereof will be paid or discharged, or any agreement relating thereto will be complied with, or the holders thereof will be protected (in whole or in part) against loss in respect thereof; (x) any liability of such Person for an obligation of another through any agreement (contingent or otherwise) (a) to purchase, repurchase or otherwise acquire such obligation or any security therefor, or to provide funds for the payment or discharge of such obligation (whether in the form of loans, advances, stock purchases, capital contributions or otherwise) or (b) to maintain

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the solvency or any balance sheet item, level of income or financial condition of another if, in the case of any agreement described under subclauses (a) or (b) of this clause (x), the primary purpose or intent thereof is as described in clause (ix) above; and (xi) all obligations of such Person in respect of any exchange traded or over the counter derivative transaction, including under any Interest Rate Agreement, Currency Agreement, Commodity Hedge Agreement or Permitted Secured Commodity Hedge Agreement, in each case, whether entered into for hedging or speculative purposes or otherwise.

“ Indemnified Liabilities ” means, collectively, any and all liabilities, obligations, losses, damages (including natural resource damages), penalties, claims (including Environmental Claims), actions, judgments, suits, costs (including the costs of any investigation, preparation, study, sampling, monitoring, maintenance, testing, abatement, cleanup, removal, remediation or other response action required pursuant to Environmental Law to remove, remediate, clean up or abate any Hazardous Materials Activity), expenses and disbursements of any kind or nature whatsoever (including the reasonable fees and disbursements of counsel for Indemnitees in connection with or as a result of any action, claim, litigation, proceeding, investigation or hearing commenced or threatened by any Person, whether or not brought by the Credit Parties, their respective equity holders or creditors or an Indemnitee, against any Person, and whether or not any such Indemnitee shall be otherwise designated as a party or a potential party thereto, and without regard to the exclusive or contributory negligence of such Indemnitee, and any fees or expenses incurred by Indemnitees in enforcing this indemnity), whether direct, indirect, special or consequential and whether based on any federal, state or foreign laws, statutes, rules or regulations (including securities and commercial laws, statutes, rules or regulations and Environmental Laws), on common law or equitable cause or on contract or otherwise, that may be imposed on, incurred by, or asserted against any such Indemnitee, including shareholders, partners, members or other equity holders of the Credit Parties (or their respective Affiliates), in any manner relating to or arising out of (i) this Agreement or the other Credit Documents or Letters of Credit or the transactions contemplated hereby or thereby or any matter referred to herein and therein (including the Lenders’ agreement to make Credit Extensions, the syndication of the credit facilities provided for herein or the use or intended use of the proceeds thereof, any amendments, waivers or consents with respect to any provision of this Agreement or any of the other Credit Documents or Letters of Credit, or any enforcement of any of the Credit Documents (including any sale of, collection from, or other realization upon any of the Collateral or the enforcement of the Guaranty)); or (ii) any Environmental Claim, Hazardous Materials Activity relating to or arising from, directly or indirectly, any past or present activity, operation, land ownership or practice of Borrower or any of its Subsidiaries.

“ Indemnified Taxes ” means Taxes other than Excluded Taxes.

“ Indemnitee ” as defined in Section 10.3.

“ Information ” as defined in Section 4.24.

“ Installment ” as defined in Section 2.13.

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“ Intellectual Property ” means “Intellectual Property” as defined in the U.S. Pledge and Security Agreement or “Intellectual Property Rights” as defined in the Canadian Pledge and Security Agreement.

“ Intellectual Property Asset ” means, at the time of determination, any interest (fee, license or otherwise) then owned by any Borrower Credit Party in any Intellectual Property.

“ Intellectual Property Security Agreements ” means “Intellectual Property Security Agreements” as defined in the U.S. Pledge and Security Agreement or “Intellectual Property Security Agreements” as defined in the Canadian Pledge and Security Agreement.

“ Intercompany Note ” means a promissory note substantially in the form of Exhibit K evidencing Indebtedness owed among the Borrower Credit Parties and their Subsidiaries.

“ Intercreditor Agreement ” means that certain Intercreditor Agreement, dated on or before the Funding Date, by and among Borrower, the Affiliates of Borrower party thereto, the Administrative Agent, the Collateral Agent and the Lender Counterparties and Lender Commodity Hedge Counterparties party thereto from time to time, substantially in the form of Exhibit U.

“ Interest Coverage Ratio ” means the ratio as of the last day of any Fiscal Quarter of (i) Adjusted EBITDA for the four Fiscal Quarter period then ended to (ii) Cash Interest Expense for such four Fiscal Quarter period.

“ Interest Payment Date ” means with respect to (i) any Loan that is a Base Rate Loan (including a Swing Line Loan) or a Canadian Prime Rate Loan, the last Business Day of each March, June, September and December of each year, commencing on the first such date to occur after the Funding Date and the final maturity date of such Loan; and (ii) any Loan that is a Eurodollar Rate Loan, the last day of each Interest Period applicable to such Loan; provided , in the case of each Interest Period of longer than three months “Interest Payment Date” shall also include each date that is three months, or an integral multiple thereof, after the commencement of such Interest Period.

“ Interest Period ” means, in connection with a Eurodollar Rate Loan, an interest period of one, two, three or six months or, if agreed to by all relevant Lenders, twelve months, as selected by Borrower in the applicable Funding Notice or Conversion/Continuation Notice, (i) initially, commencing on the Credit Date or Conversion/Continuation Date thereof, as the case may be; and (ii) thereafter, commencing on the day on which the immediately preceding Interest Period expires; provided , (a) if an Interest Period would otherwise expire on a day that is not a Business Day, such Interest Period shall expire on the next succeeding Business Day unless no further Business Day occurs in such month, in which case such Interest Period shall expire on the immediately preceding Business Day; (b) 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, subject to clauses (c) and (d), of this definition, end on the last Business Day of a calendar month; (c) no Interest Period with respect to any portion of any Class of Term Loans shall extend beyond such Class’s Term Loan Maturity

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Date; and (d) no Interest Period with respect to any portion of the Revolving Loans shall extend beyond the Revolving Commitment Termination Date.

“ Interest Rate Agreement ” means any interest rate swap agreement, interest rate cap agreement, interest rate collar agreement, interest rate hedging agreement or other similar agreement or arrangement, each of which is for the purpose of hedging the interest rate exposure associated with Borrower’s and its Subsidiaries’ operations and not for speculative purposes.

“ Interest Rate Determination Date ” means, with respect to any Interest Period, the date that is two Business Days prior to the first day of such Interest Period.

“ Internal Revenue Code ” means the U.S. Internal Revenue Code of 1986, as amended.

“ Internally Generated Cash ” means, with respect to any period, any cash of Borrower or any Subsidiary generated during such period, excluding Net Asset Sale Proceeds, Net Insurance/Condemnation Proceeds and any cash that is generated from an incurrence of Indebtedness, an issuance of Equity Interests or a capital contribution (including Voluntary Equity Contributions).

“ Investment ” means (i) any direct or indirect purchase or other acquisition by Borrower or any of its Subsidiaries of, or of a beneficial interest in, any of the Securities of any other Person (other than a Guarantor); (ii) any direct or indirect redemption, retirement, purchase or other acquisition for value, by any Subsidiary of Borrower from any Person (other than Borrower or any Guarantor), of any Equity Interests of such Person; (iii) any direct or indirect loan, advance (other than advances to employees for moving, entertainment and travel expenses, drawing accounts and similar expenditures in the ordinary course of business) or capital contributions by Borrower or any of its Subsidiaries to any other Person (other than Borrower or any Guarantor), including all indebtedness and accounts receivable from that other Person that are not current assets or did not arise from sales to that other Person in the ordinary course of business; and (iv) all investments consisting of any exchange traded or over the counter derivative transaction, including any Interest Rate Agreement and Currency Agreement, whether entered into for hedging or speculative purposes or otherwise.  The amount of any Investment of the type described in clauses (i), (ii) and (iii) shall be the original cost of such Investment plus the cost of all additions thereto, without any adjustments for increases or decreases in value, or write ups, write downs or write offs with respect to such Investment.

“ IRS ” as defined in Section 10.6(g).

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

“ Issuance Notice ” means an Issuance Notice substantially in the form of Exhibit A-3.

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

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“ ITA ” means the Income Tax Act (Canada), and the regulations promulgated thereunder, each as amended from time to time

“ Joint Venture ” means a joint venture, partnership or other similar arrangement, whether in corporate, partnership or other legal form.

“ Kapuskasing Project ” means that certain 40 MW natural gas-fueled, combined-cycle power plant located in Kapuskasing, Ontario, and all related assets (including related real property).

“ Kenilworth Project ” means that certain 29 MW natural gas-fueled, combined-cycle cogeneration power plant located in Kenilworth, New Jersey, and all related assets (including related real property).

“ Landlord Consent and Estoppel ” means, with respect to any Leasehold Property, a letter, certificate or other instrument in writing from the lessor under the related lease, pursuant to which, among other things, the landlord consents to the granting of a Mortgage on such Leasehold Property by the Borrower Credit Party tenant, such Landlord Consent and Estoppel to be in form and substance acceptable to Collateral Agent in its reasonable discretion, but in any event sufficient for Collateral Agent to obtain a Title Policy with respect to such Mortgage.

“ Landlord Personal Property Collateral Access Agreement ” means a Landlord Personal Property Collateral Access Agreement substantially in the form of Exhibit Q with such amendments or modifications as may be approved by Collateral Agent.

“ Latest Maturity Date ” means, at any date of determination, the latest maturity, expiration or termination date applicable to any Loan or Commitment hereunder at such time.

“ 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 Revolving Loan.

“ L/C Cash Collateral Account ” as defined in the Depositary Agreement.

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

“ L/C Issuer ” means with respect to any Letter of Credit, as of the Effective Date, each of Goldman Sachs Bank USA and Bank of America, and any Lender (including any Person who is a Lender as of the date such Person becomes an L/C Issuer but subsequently, after agreeing to become an L/C Issuer, ceases to be a Lender and is subject to Sections 2.3(l) or (m), as applicable) which, at the request of Borrower, and with the consent of Administrative Agent (not to be unreasonably withheld), agrees in such Lender’s sole discretion to become an L/C Issuer for the purposes of issuing such Letter of Credit, together with its permitted successors and assigns in such capacity.  As of the Effective Date, Goldman Sachs Bank USA and Bank of

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America shall be an L/C Issuer for standby letters of credit only (i.e., Letters of Credit that at the time of issuance thereof Borrower does not expect will be drawn upon) in an amount not to exceed such L/C Issuer’s Letter of Credit Issuance Commitment.  Notwithstanding anything herein to the contrary, at no point will any L/C Issuer be expected to issue a commercial letter of credit or direct pay Letters of Credit (i.e., Letters of Credit that at the time of issuance thereof Borrower expects will be drawn upon in the ordinary course). Any reference to “L/C Issuer” herein shall be to the applicable L/C Issuer, as appropriate.

“ L/C Obligations ” means, as at any date of determination, the aggregate maximum amount available to be drawn under all outstanding Letters of Credit plus the aggregate of all 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 1.4.  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 Overnight Rate ” means for any day, (a) with respect to any Letters of Credit denominated in Dollars, the greater of (i) the Federal Funds Effective Rate and (ii) an overnight rate determined by the applicable L/C Issuer in accordance with banking industry rules on interbank compensation, and (b) with respect to any Letters of Credit denominated in Canadian Dollars, the rate of interest per annum at which overnight deposits in Canadian Dollars, in an amount approximately equal to the amount with respect to which such rate is being determined, would be offered for such day by a branch or Affiliate of Goldman Sachs in the applicable offshore interbank market for such currency to major banks in such interbank market.

“ Leasehold Property ” means any leasehold interest of any Borrower Credit Party as lessee under any lease of real property, that is either a Funding Date Mortgaged Property or a Material Real Estate Asset.

“ Lender ” means each bank, financial institution or institutional lender listed on the signature pages hereto as a Lender, and any other Person that becomes a party hereto pursuant to an Assignment Agreement and, as the context requires, includes the Swing Line Lender.

“ Lender Commodity Hedge Counterparty ” means each Lender, each Agent and each of their respective Affiliates counterparty to a Commodity Hedge Agreement (including any Person who was an Agent or a Lender or an Affiliate of an Agent or a Lender as of the Funding Date or as of the date on which such Person became a counterparty to a Commodity Hedge Agreement but subsequently ceases to be an Agent or a Lender or an Affiliate of an Agent or a Lender, as the case may be); provided , at the time of entering into a Commodity Hedge Agreement, no Lender Commodity Hedge Counterparty shall be a Defaulting Lender.

“ Lender Counterparty ” means each Lender, each Agent and each of their respective Affiliates counterparty to a Hedge Agreement (including any Person who was an Agent or a Lender or an Affiliate of an Agent or a Lender as of the Funding Date or as of the date on which such Person became a counterparty to a Hedge Agreement but subsequently ceases to be an

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Agent or a Lender or an Affiliate of an Agent or a Lender, as the case may be); provided , at the time of entering into a Hedge Agreement, no Lender Counterparty shall be a Defaulting Lender.

“ Letter of Credit ” means any Existing Letter of Credit and any letter of credit issued hereunder.  A Letter of Credit shall be a standby letter of credit, provided that notwithstanding anything herein to the contrary, Goldman Sachs Bank USA and Bank of America shall not be obligated to issue any commercial or trade (as opposed to standby) Letter of Credit.  Letters of Credit may be issued in Dollars or in Canadian Dollars.

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

“ Letter of Credit Fee ” as defined in Section 2.3(h).

“ Letter of Credit Fees Default Rate ” as defined in Section 2.11.

“ Letter of Credit Issuance Commitment ” means, with respect to each L/C Issuer at any time, the amount set forth opposite such L/C Issuer’s name on Appendix A 2 under the caption “Letter of Credit Issuance Commitment”, or if such L/C Issuer has entered into an Assignment Agreement, set forth for such L/C Issuer in the Register maintained by Administrative Agent as the L/C Issuer’s “Letter of Credit Issuance Commitment”, as such amount may be reduced at or prior to such time pursuant to Section 2.14.

“ Letter of Credit Sublimit ” means an amount equal to the aggregate unused amount of the Revolving Commitments then in effect.  The Letter of Credit Sublimit is part of, and not in addition to, the Revolving Commitments.

“ Leverage Ratio ” means the ratio as of the last day of any Fiscal Quarter of (i) Consolidated Total Debt (less any Cash received by Borrower or its Subsidiaries  under any casualty insurance policy in respect of a covered loss thereunder) as of such day to (ii)  Adjusted EBITDA for the four Fiscal Quarter period ending on such date.

“ Lien ” means (i) any lien, mortgage, pledge, assignment, security interest, hypothecation, charge or encumbrance of any kind (including any agreement to give any of the foregoing, any conditional sale or other title retention agreement, and any lease or license in the nature thereof) and any option, trust or other preferential arrangement having the practical effect of any of the foregoing and (ii) in the case of Securities, any purchase option, call or similar right of a third party with respect to such Securities.

“ Loan ” means a Term Loan, a Revolving Loan and a Swing Line Loan.

“ Local Operating Accounts ” as defined in the Depositary Agreement.

“ Margin Stock ” as defined in Regulation U.

“ Material Adverse Effect ” means a material adverse change in or effect on (i) the general affairs, management, financial position, shareholders’ equity or results of operation of

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Borrower and its Subsidiaries taken as a whole; (ii) the ability of any Credit Party to fully and timely perform its Obligations (other than the APLP Obligations); (iii) the legality, validity, binding effect or enforceability against a Credit Party of a Credit Document to which it is a party; or (iv) the rights, remedies and benefits available to, or conferred upon, any Agent, any Lender, any L/C Issuer or any Secured Party under any Credit Document.

“ Material Contract ” means any contract or other arrangement to which Borrower or any of its Subsidiaries is a party (other than the Credit Documents) for which breach, nonperformance, cancellation or failure to renew could reasonably be expected to have a Material Adverse Effect.

“ Material Real Estate Asset ” means any fee owned Real Estate Asset having a fair market value in excess of $2,500,000 as of the date of the acquisition thereof.

“ MBR Authority ” means authorization by FERC under Section 205 of the FPA to sell electric energy, capacity and certain ancillary services at market-based rates, acceptance by FERC of a tariff providing for such sales, along with those waivers from federal regulation and blanket approvals typically granted by FERC to entities with market-based rate authorization, including blanket authorization for the issuance of securities and assumption of liabilities under Section 204 of the FPA and Part 34 of the FERC’s regulations, 18 C.F.R. Part 34.

“ Merrill Lynch ” as defined in the preamble hereto.

“ Minimum Collateral Amount ” means, at any time, (i) with respect to Cash Collateral consisting of Cash an amount equal to 103% of the Fronting Exposure of the applicable L/C Issuer with respect to Letters of Credit issued and outstanding at such time, (ii) with respect to Cash Collateral consisting of Cash an amount equal to 103% of the Fronting Exposure of the Swing Line Lender with respect to Swing Line Loans issued and outstanding at such time,  and (iii) otherwise, an amount determined by Administrative Agent and the applicable L/C Issuer or Swing Line Lender, as applicable, in their sole discretion.

“ Minimum Extension Condition ” as defined in Section 2.25.

“ Moody’s ” means Moody’s Investors Service, Inc.

“ Morris ” as defined in Section 5.20.

“ Morris Mortgage ” as defined in Section 5.20.

“ Morris Project ” means that certain 177 MW natural gas-fueled, combined-cycle cogeneration power plant located in Morris, Illinois, and all related assets (including related real property).

“ Morris Title Policy ” as defined in Section 5.20.

“ Mortgage ” means a Mortgage substantially in the form of  Exhibit J or such other form agreed to by Collateral Agent and Borrower, as it may be amended, restated, supplemented or otherwise modified from time to time in accordance with this Agreement.

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“ MUFG ” as defined in the preamble hereto.

“ Multiemployer Plan ” means any “multiemployer plan” as defined in Section 3(37) of ERISA which is, or was within the six-year period immediately preceding the date hereof, contributed to by, or required to be contributed by, Borrower, any of its Subsidiaries or any of their respective ERISA Affiliates.

“ NAIC ” means The National Association of Insurance Commissioners, and any successor thereto.

“ Naval Station Project” means that certain 47 MW natural gas-fueled, combined-cycle power plant located in San Diego, California, and all related assets (including related real property).

“ Naval Training Project ” means that certain 25 MW natural gas-fueled, combined-cycle power plant located in San Diego, California, and all related assets (including related real property).

“ NEB ” as defined in Section 4.29.

“ Net Asset Sale Proceeds ” means, an amount equal to, with respect to any Asset Sale:  (i) Cash payments (including any Cash received by way of deferred payment pursuant to, or by monetization of, a note receivable or otherwise, but only as and when so received) received by Borrower or any of its Subsidiaries from such Asset Sale, minus (ii) any bona fide direct costs incurred in connection with such Asset Sale, including (a) income or gains taxes payable by the seller as a result of any gain recognized in connection with such Asset Sale, (b) payment of the outstanding principal amount of, premium or penalty, if any, and interest on any Indebtedness (other than the Loans) and any Interest Rate Agreement (other than a Hedge Agreement) that is secured by a Lien on the stock or assets in question and that is required to be repaid under the terms thereof as a result of such Asset Sale and (c) a reasonable reserve for any post-closing adjustments and indemnification payments (fixed or contingent) attributable to seller’s indemnities and representations and warranties to purchaser in respect of such Asset Sale undertaken by Borrower or any of its Subsidiaries in connection with such Asset Sale; provided that upon release of any such reserve, the amount released shall be considered Net Asset Sale Proceeds.

“ Net Debt Issuance Proceeds ” means an amount equal to: (i) any Cash proceeds received by Borrower or any of its Subsidiaries from the incurrence of any Indebtedness of Borrower or any of its Subsidiaries (other than with respect to any Indebtedness permitted to be incurred pursuant to Section 6.1 of this Agreement), minus (ii) any debt service reserves required to be established pursuant to the terms of such Indebtedness, so long as the prospective debt service payments covered by such debt service reserve do not exceed six months, underwriting discounts and commissions and other reasonable costs and expenses associated therewith, including reasonable legal fees and expenses.

“ Net Insurance/Condemnation Proceeds ” means an amount equal to:  (i) any Cash payments or proceeds received by Borrower or any of its Subsidiaries  (a) under any casualty

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insurance policy in respect of a covered loss thereunder or (b) as a result of the taking of any assets or property of Borrower or any of its Subsidiaries by any Person pursuant to the power of eminent domain, condemnation, expropriation or otherwise, or pursuant to a sale of any such assets or property to a purchaser with such power under threat of such a taking, minus (ii) (a) any actual and reasonable costs incurred by Borrower or any of its Subsidiaries in connection with the adjustment or settlement of any claims of Borrower or such Subsidiary in respect thereof, and (b) any bona fide direct costs incurred in connection with any sale of such assets or property as referred to in clause (i)(b) of this definition, including income taxes payable as a result of any gain recognized in connection therewith.

“ Net Mark-to-Market Exposure ” of a Person means, as of any date of determination, the excess (if any) of all unrealized losses over all unrealized profits of such Person arising from Hedge Agreements or other Indebtedness of the type described in clause (xi) of the definition thereof.  As used in this definition, “unrealized losses” means the fair market value of the cost to such Person of replacing such Hedge Agreement or such other Indebtedness as of the date of determination (assuming the Hedge Agreement or such other Indebtedness were to be terminated as of that date), and “unrealized profits” means the fair market value of the gain to such Person of replacing such Hedge Agreement or such other Indebtedness as of the date of determination (assuming such Hedge Agreement or such other Indebtedness were to be terminated as of that date).

“ Non-Consenting Lender ” as defined in Section 2.24.

“ Non-Defaulting Lender ” means, at any time, each Lender that is not a Defaulting Lender at such time.

“ Non-Defaulting Revolving Lender ” means, at any time, each Revolving Lender that is not a Defaulting Lender at such time.

“ Non-Extension Notice Date ” as defined in Section 2.3(b)(iii).

“ Non-Public Information ” means material non-public information (within the meaning of United States federal, state or other applicable securities laws) with respect to Borrower or its Affiliates or their Securities.

“ Non-Recourse Indebtedness ” means Indebtedness:

(1) as to which neither Borrower nor any of its Subsidiaries (a) provides credit support of any kind (including any undertaking, agreement or instrument that would constitute Indebtedness), (b) is directly or indirectly liable as a guarantor or otherwise, or (c) constitutes the lender;

(2) no default with respect to which (including any rights that the holders of the Indebtedness may have to take enforcement action against a Subsidiary) would permit upon notice, lapse of time or both any holder of any other Indebtedness of Borrower or any of its Subsidiaries to declare a default on such other Indebtedness or cause the payment of the Indebtedness to be accelerated or payable prior to its stated maturity; and

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(3) as to which the lenders of such Indebtedness have been notified in writing that they will not have any recourse to the stock or assets of Borrower or any of its Subsidiaries.

“ Non-Recourse Parties ” as defined in Section 10.27.

“ Non-Reinstatement Deadline ” as defined in Section 2.3(b)(iv).

“ Non-U.S. Currency Equivalent ” means, with respect to any amount denominated in Dollars, on any date, the amount of Canadian dollars that may be purchased with such amount of Dollars at the Spot Exchange Rate on such date.

“ Non-U.S. Subsidiary ” means each Subsidiary which is not a U.S. Subsidiary.

“ North Bay Project ” means that certain 40 MW natural gas-fueled, combined-cycle power plant located in North Bay, Ontario, and all related assets (including related real property).

“ North Island Project ” that certain 40 MW natural gas-fueled, combined-cycle power plant located in San Diego, California, and all related assets (including related real property).

“ Note ” means a Term Loan Note or a Revolving Loan Note.

“ Notice ” means a Funding Notice, Issuance Notice, Swing Line Loan Notice, or a Conversion/ Continuation Notice.

“ Obligations ” means all obligations of every nature of each Credit Party, including obligations from time to time owed to Agents (including former Agents), Lenders or any of them, Lender Counterparties, Lender Commodity Hedge Counterparties and noteholders under the APLP Documents, under any Credit Document, Hedge Agreement, Permitted Secured Commodity Hedge Agreement or APLP Document, whether for principal, interest (including interest which, but for the filing of a petition in bankruptcy with respect to such Credit Party, would have accrued on any Obligation, whether or not a claim is allowed against such Credit Party for such interest in the related bankruptcy proceeding), reimbursement of amounts drawn under Letters of Credit, payments for early termination of Hedge Agreements or Permitted Secured Commodity Hedge Agreements, fees, expenses, indemnification or otherwise, excluding, in each case, Excluded Swap Obligations.

“ Obligee Guarantor ” as defined in Section 7.7.

“ OEB ” as defined in Section 4.29.

“ Organizational Documents ” means (i) with respect to any corporation or company, its certificate, memorandum or articles of incorporation, organization or association, as amended, and its bylaws, as amended, (ii) with respect to any limited partnership, its certificate or declaration of limited partnership, as amended, and its partnership agreement, as amended, (iii) with respect to any general partnership, its partnership agreement, as amended, (iv) with respect to any limited liability company, its articles of organization, as amended, and its operating agreement, as amended, and (v) with respect to any Non-U.S. Subsidiary, the equivalent thereof in its jurisdiction of incorporation or organization.  In the event any term or condition of this

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Agreement or any other Credit Document requires any Organizational Document to be certified by a secretary of state or similar governmental official including an official of a non-United States government, the reference to any such “Organizational Document” shall only be to a document of a type customarily certified by such governmental official in such official’s relevant jurisdiction.

“ Original Term Lender ” means, at any time, any Term Loan Lender (as such term is defined in the APLP Credit Agreement).

“ Original Term Loans ” means the Term Loans made by the Lenders to the Borrower (as such terms are defined in the APLP Credit Agreement) pursuant to Section 2.1(a) of the APLP Credit Agreement.

“ Other Applicable Indebtedness ” as defined in Section 2.16(b).

“ Other Taxes ” means any and all present or future stamp, court, filing or documentary Taxes or any other excise, property or similar Taxes (and interest, fines, penalties and additions related thereto) arising from any payment made hereunder or receipt thereof, or from the execution, delivery or enforcement of, or otherwise with respect to, this Agreement or any other Credit Document.

“ Outstanding Amount ” means (i) with respect to Loans on any date, the Dollar Equivalent amount of the aggregate outstanding principal amount thereof after giving effect to any borrowings and prepayments or repayments of Loans occurring on such date; and (ii) with respect to any L/C Obligations on any date, the Dollar Equivalent amount of the aggregate outstanding 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 by Borrower of Unreimbursed Amounts.

“ Outstanding Swing Line Loans ” means with respect to Swing Line Loans on any date, the Dollar Equivalent amount of the aggregate outstanding principal amount thereof after giving effect to any borrowings and prepayments or repayments of Swing Line Loans, as the case may be, occurring on such date.

“ Parent ” means, with respect to any Person, any other Person of which the first Person is a direct or indirect Subsidiary.

“ Participant ” as defined in Section 10.6(g).

“ Participant Register ” as defined in Section 10.6(g).

“ PATRIOT Act ” as defined in Section 3.2(q).

“ PBGC ” means the Pension Benefit Guaranty Corporation or any successor thereto.

“ Pension Plan ” means any “employee benefit plan” as defined in Section 3(3) of ERISA, other than a Multiemployer Plan, which is, or was within the six-year period immediately

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preceding the date hereof, sponsored, maintained or contributed to by, or required to be contributed to by, Borrower, any of its Subsidiaries or any of their respective ERISA Affiliates and which is subject the provisions of Title IV of ERISA or to Section 412 of the Internal Revenue Code or Section 302 of ERISA.

“ Permitted Acquisition ” means any acquisition, directly or indirectly, by Borrower or any of its wholly owned Subsidiaries, whether by purchase, merger or otherwise, of all or substantially all of the assets of, all of the Equity Interests of, or a business line or unit or a division of, any Person; provided ,

(i)            immediately prior to, and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing or would result therefrom;

(ii)           all transactions in connection therewith shall be consummated, in all material respects, in accordance with all applicable laws and in conformity with all applicable Governmental Authorizations;

(iii)          in the case of the acquisition of Equity Interests, all of the Equity Interests (except for any such Securities in the nature of directors’ qualifying shares required pursuant to applicable law) acquired or otherwise issued, directly or indirectly, by such Person or any newly formed Subsidiary of Borrower in connection with such acquisition shall be owned, directly or indirectly, 100% by Borrower or a Guarantor, and Borrower shall have taken, or caused to be taken, as of the date such Person becomes a Subsidiary of Borrower, each of the actions set forth in Sections 5.10 and/or 5.11, as applicable;

(iv)          Borrower and its Subsidiaries shall be in compliance with the financial covenants set forth in Section 6.7 on a Pro Forma Basis after giving effect to such acquisition as if such acquisition occurred on the first day of the four consecutive Fiscal Quarter period most recently ended and for which financial statements have been delivered pursuant to Section 5.1;

(v)           Borrower shall have delivered to Administrative Agent (A) at least 10 Business Days prior to such proposed acquisition (or such shorter period as Administrative Agent may agree in its reasonable discretion), (i) a Compliance Certificate evidencing compliance with Section 6.7 as required under clause (iv) above and (ii) all other relevant financial information with respect to such acquired assets, including the aggregate consideration for such acquisition and any other information required to demonstrate compliance with Section 6.7 and (B) promptly upon request by Administrative Agent, (i) a copy of the purchase agreement related to the proposed Permitted Acquisition (and any related documents reasonably requested by Administrative Agent) and (ii) quarterly and annual financial statements of the Person whose Equity Interests or assets are being acquired for the twelve (12) month period immediately prior to such proposed Permitted Acquisition, including any audited financial statements that are available; and

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(vi)          any Person or assets or division as acquired in accordance herewith shall be in the same business or lines of business in which Borrower and/or its Subsidiaries are engaged as of the Effective Date or similar or related businesses.

“ Permitted Debt ” means the Indebtedness permitted pursuant to Section 6.1.

“ Permitted Liens ” means each of the Liens permitted pursuant to Section 6.2.

“ Permitted Repowering Capital Expenditures ” means any Capital Expenditures incurred by the Borrower on behalf of a Repowering Subsidiary or incurred by any of the Repowering Subsidiaries or any Repowering Parent to improve the performance or efficiency of or extend the useful life of any of the Projects owned by such Repowering Subsidiaries in connection with or in contemplation of one or more of (x) the extension of an existing power purchase agreement by such Project, (y) the execution of a new power purchase agreement by such Project or (z) the amendment of a power purchase agreement that increases the megawatts, megawatt hours or ancillary services to be made available or delivered pursuant to, or increases the price per megawatt, megawatt hour or ancillary services paid under, a power purchase agreement for such Project, in each case, that is reasonably expected to improve the economics of such Project, after taking into account any related Permitted Repowering Financing, as compared to the Projections, as certified by an Authorized Officer of the Borrower in writing to Administrative Agent demonstrating the calculations of such economic improvement in comparison to the Projections.

“ Permitted Repowering Financing ” as defined in Section 6.1(u).

“ Permitted Secured Commodity Hedge Agreement ” means any Commodity Hedge Agreement entered into by Borrower on or after the Effective Date with a Lender Commodity Hedge Counterparty which requires that the obligations of Borrower thereunder be secured by a First Priority Lien on the Collateral of Borrower and that is designated as such by Borrower in a written notice delivered to the Collateral Agent.

“ Permitted Seller Debt ” means unsecured Indebtedness of Borrower incurred in connection with, and as part of the consideration payable in respect of, any Permitted Acquisition; provided that (i) there shall be no scheduled payments of principal in respect of such Indebtedness prior to the first anniversary of the Latest Maturity Date, (ii) the final maturity of such Indebtedness shall not be earlier than the first anniversary of the Latest Maturity Date and (iii) such Indebtedness is subordinated in right of payment to the Obligations on terms reasonably acceptable to Administrative Agent.

“ Permitted Superior Liens ” means each of the Liens permitted pursuant to clauses (b), (c), (d), (e), (f), (h) (i), (j), (l), (m), (o), (p)(i)-(iii), (q), (r) and (z) of Section 6.2 and in each case, the replacement, extension or renewal of any such Lien, provided that such Lien is on the same assets originally subject thereto and arises out of the extension, renewal or replacement of the Indebtedness secured thereby (without any increase in the amount thereof except to the extent permitted herein).

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“ Person ” means and includes natural persons, corporations, limited partnerships, general partnerships, limited liability companies, limited liability partnerships, joint stock companies, Joint Ventures, associations, companies, trusts, banks, trust companies, land trusts, business trusts or other organizations, whether or not legal entities, and Governmental Authorities.

“ Piedmont Disposition ” an Asset Sale of the assets of, or Borrower’s direct or indirect Equity Interests in, Atlantic Piedmont Holdings, LLC or Piedmont Green Power, LLC.

“ Piedmont Financing Documents ” has the meaning set forth in Schedule 6.1, each as in effect on the Effective Date, without giving effect to any amendment thereto.

“ Piedmont Project ” means that certain 53.5 MW biomass-fueled power plant located in Barnesville, Georgia, and all related assets (including related real property).

“ PJM ” means PJM Interconnection, L.L.C., a Delaware limited liability company, or any successor entity performing similar functions.

“ Platform ” as defined in Section 5.1(n).

“ Pledged Collateral ” means “Pledged Equity Interests” as defined in the U.S. Pledge and Security Agreement, or “Pledged Securities” as defined in the Canadian Pledge and Security Agreement or “Pledged Securities” as defined in the Canadian Pledge Agreement.

“ PPSA ” means the Personal Property Security Act (Ontario), provided , however , that if the validity, attachment, perfection (or opposability), effect of perfection or of non-perfection or priority of Collateral Agent’s security interest in any Collateral are governed by the personal property security laws or laws relating to movable property of any jurisdiction other than Ontario, PPSA shall also include those personal property security laws or laws relating to movable property in such other jurisdiction for the purpose of the provisions hereof relating to such validity, attachment, perfection (or opposability), effect of perfection or of non-perfection or priority and for the definitions related to such provisions.

“ Preferred Equity ” means (i) C$125,000,000 of Cumulative Redeemable Preferred Shares, Series 1 issued by the Preferred Equity Issuer on May 25, 2007, (ii) C$58,500,000 of Cumulative Rate Reset Preferred Shares, Series 2 issued by the Preferred Equity Issuer on November 2, 2009 and (iii) C$41,500,000 of Floating Rate Reset Preferred Shares, Series 3, issued by the Preferred Equity Issuer on December 31, 2014.

“ Preferred Equity Issuer ” means Atlantic Power Preferred Equity Ltd., a company incorporated under the laws of Alberta.

“ Prime Rate ” means the rate of interest quoted in the print edition of The Wall Street Journal , Money Rates Section as the Prime Rate (currently defined as the base rate on corporate loans posted by at least 75% of the nation’s thirty (30) largest banks), as in effect from time to time.  The Prime Rate is a reference rate and does not necessarily represent the lowest or best rate actually charged to any customer.  The Agents or any other Lender may make commercial loans or other loans at rates of interest at, above or below the Prime Rate.

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“ Principal Office ” means, for each of Administrative Agent, L/C Issuers and Swing Line Lender, such Person’s “Principal Office” as set forth on Appendix B, or such other office or office of a third party or sub-agent, as appropriate, as such Person may from time to time designate in writing to Borrower, Administrative Agent and each Lender.

“ Pro Forma ” or “ Pro Forma Basis ” means, with respect to compliance with any test or covenant hereunder, for, or at the end of, any period, including when calculating the Leverage Ratio, Interest Coverage Ratio or Adjusted EBITDA of any Person:

(a)           in the event that the specified Person or any of its Subsidiaries incurs, assumes, guarantees, repays, repurchases, redeems, defeases or otherwise discharges any Indebtedness (other than ordinary working capital borrowings) or issues, repurchases or redeems preferred stock subsequent to the commencement of the period for which such amount is being calculated and on or prior to the date on which the calculation is made (the “ Calculation Date ”), then such amount will be calculated giving pro forma effect (determined in good faith by Borrower) to such incurrence, assumption, guarantee, repayment, repurchase, redemption, defeasance or other discharge, or such issuance, repurchase or redemption, and the use of the proceeds therefrom, as if the same had occurred at the beginning of the applicable four-quarter reference period;

(b)           acquisitions that have been made by the specified Person or any of its Subsidiaries, including through mergers or consolidations, or any Person or any of its Subsidiaries acquired by the specified Person or any of its Subsidiaries, and including all related financing transactions and including increases in ownership of Subsidiaries, subsequent to such reference period and on or prior to the applicable Calculation Date, or that are to be made on the Calculation Date, will be given pro forma effect (determined in good faith by Borrower) as if they had occurred on the first day of such period;

(c)           the Adjusted EBITDA attributable to discontinued operations, and operations or businesses (and ownership interests therein) disposed of, which disposition has been consummated, prior to the Calculation Date, will be excluded;

(d)           the consolidated interest expense attributable to discontinued operations, and operations or businesses (and ownership interests therein) disposed of, which disposition has been consummated,  prior to the Calculation Date, will be excluded;

(e)           any Person that is a Subsidiary on the Calculation Date will be deemed to have been a Subsidiary at all times during any applicable four-quarter measurement period; and

(f)            any Person that is not a Subsidiary on the Calculation Date will be deemed not to have been a Subsidiary at any time during any applicable four-quarter measurement period.

“ Pro Rata Share ” means (i) with respect to all payments, computations and other matters relating to the Term Loan of any Lender, the percentage obtained by dividing (a) the Term Loan Exposure of that Lender by (b) the aggregate Term Loan Exposure of all Lenders; and (ii) with respect to all payments, computations and other matters relating to the Revolving

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Commitment or Revolving Loans of any Lender or any Letters of Credit issued or participations purchased therein by any Lender or any participations in any Swing Line Loans purchased by any Lender, the percentage obtained by dividing (a) the Revolving Exposure of that Lender by (b) the aggregate Revolving Exposure of all Lenders.  For all other purposes with respect to each Lender, “Pro Rata Share” means the percentage obtained by dividing (A) an amount equal to the sum of the Term Loan Exposure and the Revolving Exposure of that Lender, by (B) an amount equal to the sum of the aggregate Term Loan Exposure and the aggregate Revolving Exposure of all Lenders.

“ Project ” means each electric generation facility together with all related assets and real and personal property, including any related Material Contracts, any Governmental Authorizations relating to such facility or Material Contracts, and any other item relating to such facility, including any improvements to, and the operation of such facility and all activities related thereto.

“ Projections ” as defined in Section 4.8.

“ Public Lenders ” means Lenders that do not wish to receive Non-Public Information with respect to Borrower, its Affiliates or their securities.

“ PUHCA ” means the Public Utility Holding Company Act of 2005.

“ QF ” means a “qualifying facility,” as defined in the Public Utility Regulatory Policies Act of 1978 and the FERC’s regulations at 18 C.F.R. Part 292.

“ Qualified ECP Guarantor ” means, in respect of any Swap Obligation, each Credit Party that has total assets exceeding $10,000,000 at the time the relevant Guaranty or grant of the relevant security interest becomes effective with respect to such Swap Obligation or such other person as constitutes an “eligible contract participant” under the Commodity Exchange Act or any regulations promulgated thereunder and can cause another person to qualify as an “eligible contract participant” at such time by entering into a keepwell under Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

“ Ratings Reaffirmation ” means, with respect to any applicable transaction, that each of S&P and Moody’s shall have delivered a written confirmation that the credit ratings assigned by such entities to the Term Loans made or committed hereunder shall be no lower than such ratings assigned by such rating agency, as the case may be, to such Term Loans immediately prior to the time that such rating agency, as the case may be, became aware of the proposed occurrence of such event and all transactions related thereto, in each case after giving effect to the occurrence of such proposed transaction, and all transactions related thereto.

“ RBC ” as defined in the preamble hereto.

“ Real Estate Asset ” means, at any time of determination, any interest (fee, leasehold or otherwise) then owned or held by any Borrower Credit Party in any real property.

“ Record Document ” means, with respect to any Leasehold Property, (i) the lease evidencing such Leasehold Property or a memorandum thereof, executed and acknowledged by

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the owner of the affected real property, as lessor, or (ii) if such Leasehold Property was acquired or subleased from the holder of a Recorded Leasehold Interest, the applicable assignment or sublease document, executed and acknowledged by such holder, in each case in form sufficient to give constructive notice of such Leasehold Property to third-parties upon recordation and otherwise in form reasonably satisfactory to Collateral Agent.

“ Recorded Leasehold Interest ” means a Leasehold Property with respect to which a Record Document has been recorded in all places necessary under applicable law, to give constructive notice of such Leasehold Property to third-parties.

“ Refunded Swing Line Loans ” as defined in Section 2.4(c)(i).

“ Register ” as defined in Section 2.8(b).

“ Regulation D ” means Regulation D of the Board of Governors, as in effect from time to time and all official rulings and interpretations thereunder or thereof.

“ Regulation T ” means Regulation T of the Board of Governors, as in effect from time to time and all official rulings and interpretations thereunder or thereof.

“ Regulation U ” means Regulation U of the Board of Governors, as in effect from time to time and all official rulings and interpretations thereunder or thereof.

“ Regulation X ” means Regulation X of the Board of Governors, as in effect from time to time and all official rulings and interpretations thereunder or thereof.

“ Related Fund ” means, with respect to any Lender that is an investment fund, any other investment fund that invests in commercial loans and that is managed or advised by the same investment advisor as such Lender or by an Affiliate of such investment advisor.

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

“ Release ” means any release, spill, emission, leaking, pumping, pouring, injection, escaping, deposit, disposal, discharge, dispersal, dumping, leaching or migration of any Hazardous Material into the indoor or outdoor environment (including the abandonment or disposal of any storage tanks, barrels, containers or other closed receptacles containing any Hazardous Material), including the movement of any Hazardous Material through the air, soil, surface water or groundwater.

“ Relevant Four Fiscal Quarter Period ” as defined in Section 8.2

“ Replacement Lender ” as defined in Section 2.24.

“ Replacement Material Contract ” means any agreement entered into in replacement of a Material Contract (I) (a) which has substantially similar or more favorable economic effect for Borrower or the applicable Subsidiary and (b) substantially similar or more favorable non-

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economic terms (taken as a whole) for Borrower or the applicable Subsidiary as the Material Contract being replaced or (II) except with respect to the replacement of any Material Contract which was terminated by Borrower or any Subsidiary and at the time of such termination, the counterparty thereunder was not in default or subject to any event of default (or applicable terms of similar meaning in such Material Contract), the terms of which Borrower represents in writing as being the best achievable by Borrower or the applicable Subsidiary, taking into account then-prevailing market conditions and the economic and non-economic terms of such replacement Material Contract (taken as a whole).

“ Repowering Lenders ” as defined in Section 6.1(u).

“ Repowering Parent ” as defined in Section 6.1(u).

“ Repowering Period ” means a period elected by Borrower, such election to be exercised by Borrower delivering written notice thereof to Administrative Agent (who shall thereafter promptly notify the Lenders), commencing with the funding of any Permitted Repowering Financing hereunder and ending on the earlier of (a) the date that is 36 months after the Effective Date and (b) Borrower’s election to terminate such Repowering Period, such election to be exercised by Borrower delivering notice thereof to Administrative Agent (who shall thereafter promptly notify the Lenders); provided , that, after giving effect to the termination of at least one such Repowering Period in effect, (x) the Borrower shall be in compliance with the financial covenants set forth in Sections 6.7(a)(i) and 6.7(b)(i) for a 12-month period during the four-year period from the Effective Date and (y) no Event of Default shall have occurred and be continuing.

“ Repowering Subsidiary ” as defined in Section 6.1(u).

“ Repricing Transaction ” as defined in Section 2.14(c).

“ Required Rating ” means (A) with respect to any Commodity Hedge Counterparty, that either (a) the unsecured senior debt obligations of such Person are rated at least Baa1 by Moody’s and at least BBB+ by S&P or (b) such Commodity Hedge Counterparty’s obligations under any applicable Commodity Hedge Agreement are guaranteed by a Person whose unsecured senior debt obligations are rated at least Baa1 by Moody’s and at least BBB+ by S&P; provided that if, as of any date of determination, such Person does not have any rating for its unsecured senior debt obligations, then such Person’s corporate issuer rating shall be at least Baa1 by Moody’s and at least BBB+ by S&P or (B) with respect to any L/C Issuer, a long term unsecured non-credit enhanced senior debt rating of Baa1 or better from Moody’s and BBB+ or better from S&P.

“ Requisite Lenders ” means one or more Lenders having or holding Term Loan Exposure and/or Revolving Exposure and representing more than 50% of the sum of the aggregate Voting Power Determinants of all Lenders; provided that amount of Voting Power Determinants shall be determined by disregarding the Voting Power Determinants of any Defaulting Lender.

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“ Requisite Revolving Lenders ” means the Requisite Lenders holding Revolving Exposure.

“ Restricted Junior Payment ” means (i) any dividend or other distribution, direct or indirect, on account of any shares of any class of stock of Borrower or any of its Subsidiaries (or any direct or indirect parent of Borrower) now or hereafter outstanding, except a dividend payable solely in shares of that class of stock to the holders of that class; (ii) any redemption, retirement, sinking fund or similar payment, purchase or other acquisition for value, direct or indirect, of any shares of any class of stock of Borrower or any of its Subsidiaries (or any direct or indirect parent thereof) now or hereafter outstanding; (iii) any payment made to retire, or to obtain the surrender of, any outstanding warrants, options or other rights to acquire shares of any class of stock of Borrower or any of its Subsidiaries (or any direct or indirect parent of Borrower) now or hereafter outstanding; (iv) management or similar fees payable to Sponsor or any of its Affiliates; (v) any payment or prepayment of principal of, premium, if any, or interest on, or redemption, purchase, retirement, defeasance (including in substance or legal defeasance), sinking fund or similar payment with respect to the APLP Documents; and (vi) any principal payment on, redemption, repurchase, defeasance or other acquisition or retirement for value, in each case, prior to the due date of any scheduled repayment, mandatory prepayment, sinking fund payment or maturity of any Indebtedness other than any Obligation under any Credit Document, Hedge Agreement, Commodity Hedge Agreement or Permitted Secured Commodity Hedge Agreement; provided that, for the avoidance of doubt, no transfer to Sponsor in accordance with Section 2.7 shall be a “Restricted Transfer”.

“ Revenues ” as defined in the Depositary Agreement.

“ Revolving Commitment ” means the commitment of a Lender to make or otherwise fund any Revolving Loan and to issue and/or acquire participations in Letters of Credit and Swing Line Loans hereunder and “ Revolving Commitments ” means such commitments of all Lenders in the aggregate.  The Dollar amount of each Lender’s Revolving Commitment, if any, is set forth on Appendix A 2 or in the applicable Assignment Agreement, subject to any adjustment or reduction pursuant to the terms and conditions hereof.  The aggregate amount of the Revolving Commitments as of the Effective Date is $200,000,000.

“ Revolving Commitment Period ” means the period from the Funding Date to but excluding the Revolving Commitment Termination Date.

“ Revolving Commitment Termination Date ” means the earliest to occur of (i) April 14, 2016 if the Term Loans are not made on or before that date; (ii) the fifth anniversary of the Effective Date, as extended pursuant to Section 2.25, if applicable; (iii) the date the Revolving Commitments are permanently reduced to zero pursuant to Section 2.14(b) or 2.15; and (iv) the date of the termination of the Revolving Commitments pursuant to Section 8.1.

“ Revolving Exposure ” means, with respect to any Lender as of any date of determination, (i) prior to the termination of the Revolving Commitments, that Lender’s Revolving Commitment; and (ii) after the termination of the Revolving Commitments, the sum of (a) the aggregate outstanding principal amount of the Revolving Loans of that Lender, (b) in the case of any L/C Issuer, the aggregate L/C Obligations in respect of all Letters of Credit

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issued by that L/C Issuer (net of any participations by Lenders in such Letters of Credit), (c) the aggregate amount of all participations by that Lender in any outstanding Letters of Credit or any Unreimbursed Amount, (d) in the case of any Swing Line Lender, the Outstanding Swing Line Loans of that Lender (net of any participations therein by other Lenders), and (e) the aggregate amount of all participations therein by that Lender in any outstanding Swing Line Loans.

“ Revolving Facility Arrangers ” as defined in the preamble hereto.

“ Revolving Facility Bookrunners ” as defined in the preamble hereto.

“ Revolving Lender ” means a Lender having a Revolving Exposure.

“ Revolving Loan ” means a Loan made by a Lender to Borrower pursuant to Section 2.2(a).

“ Revolving Loan Note ” means a promissory note in the form of Exhibit B 2, as it may be amended, restated, supplemented or otherwise modified from time to time.

“ Rolled Amount ” as defined in Section 2.1(a).

“ S&P ” means Standard & Poor’s Financial Services LLC, a subsidiary of The McGraw-Hill Companies, Inc.

“ Sale and Leaseback Transaction ” as defined in Section 6.10.

“ Same Day Funds ” means (a) with respect to disbursements and payments in Dollars, immediately available funds, and (b) with respect to disbursements and payments in Canadian Dollars, Same Day Funds or other funds as may be determined by Administrative Agent or the applicable L/C Issuer, as the case may be, to be customary in the place of disbursement or payment for the settlement of international banking transactions in Canadian Dollars.

“ Sanctions ” as defined in Section 4.25.

“ Sanctions Laws ” as defined in Section 4.25.

“ Schedule I Reference Banks ” means each of Canadian Imperial Bank of Commerce, Royal Bank of Canada and Bank of Montreal, and in each case, its successors.

“ Secured Parties ” means (a) the Agents, the L/C Issuers, the Lenders, the Lender Counterparties and the Lender Commodity Hedge Counterparties party to a Permitted Secured Commodity Hedge Agreement and shall include, without limitation, all former Agents, L/C Issuers, Lenders, Lender Counterparties and Lender Commodity Hedge Counterparties  to the extent that any Obligations owing to such Persons were incurred while such Persons were Agents, L/C Issuers, Lenders, Lender Counterparties or Lender Commodity Hedge Counterparties and such Obligations have not been paid or satisfied in full and (b) the APLP Trustee and the holders under and as defined in the APLP Documents.

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“ Securities ” means any stock, shares, partnership interests, voting trust certificates, certificates of interest or participation in any profit sharing agreement or arrangement, options, warrants, bonds, debentures, notes, or other evidences of indebtedness, secured or unsecured, convertible, subordinated or otherwise, or in general any instruments commonly known as “securities” or any certificates of interest, shares or participations in temporary or interim certificates for the purchase or acquisition of, or any right to subscribe to, purchase or acquire, any of the foregoing.

“ Securities Act ” means the Securities Act of 1933, as amended from time to time, and any successor statute.

“ Solvency Certificate ” means a Solvency Certificate of the chief financial officer of Borrower substantially in the form of Exhibit G 3.

“ Solvent ” means, with respect to Borrower and its Subsidiaries, that as of the date of determination, (i) (a) the sum of Borrower’s and its Subsidiaries’ debt (including contingent liabilities) does not exceed the present fair saleable value of Borrower’s and its Subsidiaries’ present assets; (b) Borrower’s and its Subsidiaries’ capital is not unreasonably small in relation to its business as contemplated on the Effective Date and reflected in the Projections or with respect to any transaction contemplated to be undertaken after the Effective Date; and (c) Borrower and its Subsidiaries have not incurred and do not intend to incur, or believe (nor should they reasonably believe) that they will incur, debts beyond their ability to pay such debts as they become due (whether at maturity or otherwise); (ii) Borrower and its Subsidiaries, taken as a whole, are “solvent” within the meaning given that term and similar terms under the Bankruptcy Code and other applicable laws relating to fraudulent transfers and conveyances; and (iii) neither Borrower nor any of its subsidiaries are an “insolvent Person” within the meaning given that term under the Bankruptcy and Insolvency Act (Canada).  For purposes of this definition, the amount of any contingent liability at any time shall be computed as the amount that, in light of all of the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability (irrespective of whether such contingent liabilities meet the criteria for accrual under Statement of Financial Accounting Standard No. 5).

“ Specified Equity Contribution ” as defined in Section 8.2.

“ Sponsor ” as defined in the preamble hereto.

“ Spot Exchange Rate ” means, at any date of determination thereof, the spot rate of exchange in New York, New York that appears on the display page applicable to the relevant currency on the Telerate System Incorporated Service (or such other page as may replace such page on such service for the purpose of displaying the spot rate of exchange in New York, New York for the conversion of Dollars into Canadian Dollars or Canadian Dollars into Dollars); provided that if there shall at any time no longer exist such a page on such service, the spot rate of exchange shall be determined by reference to another similar rate publishing service selected by Administrative Agent and reasonably acceptable to Borrower.

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“ Subsidiary ” means, with respect to any Person, any corporation, partnership, limited liability company, association, joint venture or other business entity of which more than 50% of the total voting power of shares of stock or other ownership interests entitled (without regard to the occurrence of any contingency) to vote in the election of the Person or Persons (whether directors, managers, trustees or other Persons performing similar functions) having the power to direct or cause the direction of the management and policies thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person or a combination thereof; provided , in determining the percentage of ownership interests of any Person controlled by another Person, no ownership interest in the nature of a “qualifying share” of the former Person shall be deemed to be outstanding. Unless otherwise specified, all references herein to “Subsidiaries” shall refer to Subsidiaries of Borrower.

“ Swap Obligation ” means, with respect to any Guarantor, any obligation to pay or perform under any agreement, contract or transaction that constitutes a “swap” within the meaning of section 1a(47) of the Commodity Exchange Act.

“ SWIFT ” as defined in Section 2.3(f).

“ Swing Line Borrowing ” means a borrowing of a Swing Line Loan pursuant to Section 2.4.

“ Swing Line Cash Collateral Account ” as defined in the Depositary Agreement.

“ Swing Line Lender ” means Goldman Sachs in its capacity as provider of Swing Line Loans, or any successor swing line lender hereunder, together with its permitted successors and assigns in such capacity.

“ Swing Line Loan ” as defined in Section 2.4(a).

“ Swing Line Loan Notice ” means a notice of a Swing Line Borrowing pursuant to Section 2.4(b), substantially in the form of Exhibit A 4 .

“ Swing Line Overnight Rate ” means for any day, (a) with respect to any Swing Line Loan denominated in Dollars, the greater of (i) the Federal Funds Effective Rate and (ii) an overnight rate determined by the Swing Line Lender in accordance with banking industry rules on interbank compensation and (b) with respect to any Swing Line Loan denominated in Canadian Dollars, the greater of (i) the Canadian Prime Rate and (ii) an overnight rate determined by the Swing Line Lender in accordance with banking industry rules on interbank compensation.

“ Swing Line Sublimit ” means an amount equal to the lesser of (a) $10,000,000 and (b) the aggregate unused amount of Revolving Commitments then in effect.  The Swing Line Sublimit is part of, and not in addition to, the Revolving Commitments.

“ Syndication Agents ” as defined in the preamble hereto.

“ Target Debt Balance ” means, for any Fiscal Quarter, an amount equal to the corresponding Dollar amount set forth in Schedule 2.15(d) for such Fiscal Quarter.

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“ Tax ” means any present or future tax, levy, impost, duty, assessment, charge, fee, deduction or withholding (together with interest, penalties and other additions thereto) of any nature and whatever called, by whomsoever, on whomsoever and wherever imposed, levied, collected, withheld or assessed; provided, “Tax on the overall net income” of a Person shall be construed as a reference to a Tax imposed by the jurisdiction in which that Person is organized or in which that Person’s applicable principal office (and/or, in the case of a Lender, its lending office) is located or by any jurisdiction with which that Person has a present or former connection (other than such connection arising solely from that Person having executed, delivered or performed its obligation, or received payment under, or enforced any Credit Document) on all or part of the overall net income, profits or gains (whether worldwide, or only insofar as such income, profits or gains are considered to arise in or to relate to a particular jurisdiction, or otherwise) of that Person (and/or, in the case of a Lender, its applicable lending office) or any franchise Tax or branch profits Tax imposed by such a jurisdiction.

“ Term Facility Arrangers ” as defined in the preamble hereto.

“ Term Facility Bookrunners ” as defined in the preamble hereto.

“ Term Loan ” means a term loan denominated in Dollars made, or deemed made, by a Lender to Borrower pursuant to Section 2.1(a).

“ Term Loan Commitment ” means the commitment of a Lender to make or otherwise fund a Term Loan and “ Term Loan Commitments ” means such commitments of all Lenders in the aggregate.  The amount of each Lender’s Term Loan Commitment, if any, is set forth on Appendix A 1 or in the applicable Assignment Agreement, subject to any adjustment or reduction pursuant to the terms and conditions hereof.  The aggregate amount of the Term Loan Commitments as of the Effective Date is $700,000,000.

“ Term Loan Exposure ” means, with respect to any Lender, as of any date of determination, the outstanding principal amount of the Term Loans of such Lender; provided, at any time prior to the making of the Term Loans, the Term Loan Exposure of any Lender shall be equal to such Lender’s Term Loan Commitment.

“ Term Loan Lender ” means a Lender having a Term Loan Commitment or with outstanding Term Loans.

“ Term Loan Maturity Date ” means, except to the extent extended pursuant to Section 2.25, with respect to the Term Loans, the earlier of (a) the seventh anniversary of the Effective Date, and (b) the date on which all Term Loans shall become due and payable in full hereunder, whether by acceleration or otherwise.

“ Term Loan Note ” means a promissory note in the form of Exhibit B 1, as it may be amended, restated, supplemented or otherwise modified from time to time.

“ Terminated Lender ” as defined in Section 2.24.

“ Title Policy ” as defined in Section 3.2(d).

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“ Total Utilization of Revolving Commitments ” means, as at any date of determination, the sum of (i) the Dollar Equivalent amount of the aggregate principal amount of all outstanding Revolving Loans (other than Revolving Loans made for the purpose of repaying any Refunded Swing Line Loans or reimbursing any L/C Issuer for any amount drawn under any Letter of Credit, but not yet so applied), (ii) the Dollar Equivalent amount of the aggregate principal amount of all outstanding Swing Line Loans, and (iii) the Dollar Equivalent amount of the aggregate L/C Obligations.

“ Transaction ” as defined in Section 2.7.

“ Type of Loan ” means (i) with respect to Term Loans, a Base Rate Loan or a Eurodollar Rate Loan, (ii) with respect to Revolving Loans, a Base Rate Loan, a Canadian Prime Rate Loan or a Eurodollar Rate Loan and (iii) with respect to Swing Line Loans, a Base Rate Loan.

“ U.S. Consents and Agreements ” means each Consent and Agreement entered into with a counterparty to a Contractual Obligation of Borrower or a Subsidiary which is a U.S. Person, as required pursuant to the Credit Documents.

“ U.S. Guarantor ” means each Guarantor organized under the laws of the United States of America, any State thereof or the District of Columbia.

“ U.S. Person ” means each Person organized under the laws of the United States of America, any State thereof or the District of Columbia.

“ U.S. Pledge and Security Agreement ” means the Pledge and Security Agreement to be executed by each U.S. Guarantor and each pledgor of a U.S. Person and the Collateral Agent, substantially in the form of Exhibit I, as it may be amended, restated, supplemented or otherwise modified from time to time.

“ U.S. Subsidiary ” means each Subsidiary organized under the laws of the United States of America, any State thereof or the District of Columbia.

“ UCA ” as defined in Section 4.29.

“ UCC ” means the Uniform Commercial Code (or any similar or equivalent legislation) as in effect from time to time in any applicable jurisdiction.

“ USGPH Inc. ” means Atlantic Power (US) GP Holdings Inc.

“ Unreimbursed Amount ” as defined in Section 2.3(c)(i).

“ Voluntary Equity Contributions ” as defined in the Depositary Agreement.

“ Voting Power Determinants ” means, collectively, Term Loan Exposure and/or Revolving Exposure.

“ Voting Stock ” means stock of any Person having ordinary power to vote in the election of members of the board of directors, managers, trustees or other controlling Persons, of such

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Person (irrespective of whether, at the time, stock of any other class or classes of such entity shall have or might have voting power by reason of the occurrence of any contingency).

“ Weighted Average Yield ” means with respect to any Loan, on any date of determination, the weighted average yield to maturity, in each case, based on the interest rate applicable to such Loan on such date and giving effect to all upfront or similar fees or original issue discount payable with respect to such Loan.

“ Wells Fargo ” as defined in the preamble hereto.

“ Write-Down and Conversion Powers ” means, with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the EU Bail-In Legislation Schedule.

1.2.                             Accounting Terms .  Except as otherwise expressly provided herein, all accounting terms not otherwise defined herein shall have the meanings assigned to them in conformity with GAAP.  Financial statements and other information required to be delivered by Borrower to Lenders pursuant to Section 5.1(a) and 5.1(b) shall be prepared in accordance with GAAP as in effect at the time of such preparation (and delivered together with the reconciliation statements provided for in Section 5.1(d)).  If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in any Credit Document, and Borrower shall so request, Administrative Agent and Borrower 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 Requisite Lenders), provided that, until so amended, such ratio or requirement shall continue to be computed in conformity with those accounting principles and policies as in effect immediately prior to such change.

1.3.                             Interpretation, Etc .  Any of the terms defined herein may, unless the context otherwise requires, be used in the singular or the plural, depending on the reference.  References herein to any Section, Appendix, Schedule or Exhibit shall be to a Section, an Appendix, a Schedule or an Exhibit, as the case may be, hereof unless otherwise specifically provided.  The use herein of the word “include” or “including”, when following any general statement, term or matter, shall not be construed to limit such statement, term or matter to the specific items or matters set forth immediately following such word or to similar items or matters, whether or not non-limiting language (such as “without limitation” or “but not limited to” or words of similar import) is used with reference thereto, but rather shall be deemed to refer to all other items or matters that fall within the broadest possible scope of such general statement, term or matter.  The terms lease and license shall include sub-lease and sub-license, as applicable.  A reference to a statute includes all regulations made pursuant to such statute and, unless otherwise specified, the provisions of any statute or regulation which amends, revises, restates, supplements or supersedes any such statute or any such regulation.  In this Agreement, where the terms “continuing”, “continuance” or words to similar effect are used in relation to a Default or an Event of Default, the terms shall mean only, in the case of a Default, that the applicable event or circumstance has not been waived or, if capable of being cured, cured, prior to the event becoming or resulting in an Event of Default, and in the case of an Event of Default, that such event or circumstance has not been waived.

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1.4.                             Letter of Credit Amounts .  Unless otherwise specified herein, the amount of a Letter of Credit at any time shall be deemed to be the Dollar Equivalent of 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 Dollar Equivalent of 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.

SECTION 2.                               LOANS AND LETTERS OF CREDIT

2.1.                             Term Loans .

(a)                      Loan Commitments .

(i)                                      Subject to the terms and conditions hereof, each “Term Loan Lender” severally agrees to make, or be deemed to make pursuant to this Section 2.1(a)(i), on the Funding Date, a Term Loan to Borrower in Dollars in an amount equal to such Lender’s Term Loan Commitment.  Subject to the terms and conditions hereof and of the Cashless Roll Letter, each Original Term Lender that has elected in a Lender New Commitment (as defined in the Cashless Roll Letter) to exchange all or a portion of the Original Term Loans held by such Original Term Lender under the APLP Credit Agreement for Term Loans hereunder agrees that the Original Term Loans held by such Original Term Lender under the APLP Credit Agreement in a principal amount equal to the amount specified in the Lender New Commitment executed by such Original Term Lender (such amount, for each such Original Term Lender, the “ Rolled Amount ”) shall become and constitute, and have all the rights and benefits of, Term Loans as set forth in this Agreement and the other Credit Documents, in an equal principal amount.  The conversion of Original Term Loans of an Original Term Lender shall be deemed to satisfy, dollar for dollar, such Original Term Lender’s Term Loan Commitment in an amount equal to the Rolled Amount of such Lender.  Each Original Term Lender’s Term Loan Commitment shall terminate immediately and without further action on the Funding Date after giving effect to the conversion of such Lender’s Original Term Loan on the Funding Date; provided that , to the extent the Rolled Amount of Original Term Loans held by such Original Term Lender does not fully satisfy such Original Term Lender’s Term Loan Commitment, such Original Term Lender shall in addition to such conversion make a Term Loan to Borrower on the Funding Date pursuant to this Section 2.1(a)(i) in an amount equal to such shortfall.

(ii)                                   Borrower may make only one borrowing under the Term Loan Commitment which shall be on the Funding Date.  Any amount borrowed under this Section 2.1(a) and subsequently repaid or prepaid may not be reborrowed.  Subject to Sections 2.14(a) and 2.15, all amounts owed hereunder with respect to the Term Loans shall be paid in full no later than the Term Loan Maturity Date applicable to such Term Loans.  Each Term Loan Lender’s Term Loan Commitment shall terminate immediately and without further action on the Funding Date after giving effect to the funding in full of such Term Loan Lender’s Term Loan Commitment on such date.

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(b)                      Borrowing Mechanics for Term Loans .

(i)                                      Borrower shall deliver to Administrative Agent a fully executed Funding Notice no later than (x) one day prior to the Funding Date with respect to Base Rate Loans and (y) three days prior to the Funding Date with respect to Eurodollar Rate Loans (or such shorter period as may be acceptable to Administrative Agent).  Promptly upon receipt by Administrative Agent of such Funding Notice, Administrative Agent shall notify each Term Loan Lender of the proposed borrowing.

(ii)                                   Each Term Loan Lender shall make its Term Loan available to Administrative Agent not later than 12:00 p.m. (New York City time) on the Funding Date, by wire transfer of Same Day Funds in Dollars at the Principal Office designated by Administrative Agent.  Upon satisfaction or waiver of the conditions precedent specified herein, Administrative Agent shall make the proceeds of the Term Loans available to Borrower on the Funding Date by causing an amount of Same Day Funds in Dollars as applicable equal to the proceeds of all such Term Loans received by Administrative Agent from Term Loan Lenders to be available to Borrower in accordance with the Funding Date Funds Flow Memorandum.

2.2.                             Revolving Loans .

(a)                      Revolving Commitments .  During the Revolving Commitment Period, subject to the terms and conditions hereof, each Revolving Lender severally agrees to make Revolving Loans in Dollars or Canadian Dollars, but in the case of Revolving Loans in Canadian Dollars only, only to reimburse a drawing under a Canadian Dollar-denominated Letter of Credit or to refinance a Canadian Dollar-denominated Swing Line Loan, to Borrower in an aggregate amount up to but not exceeding such Revolving Lender’s Revolving Commitment; provided , that after giving effect to the making of any Revolving Loans in no event shall the Total Utilization of Revolving Commitments exceed the Revolving Commitments then in effect.  Amounts borrowed pursuant to this Section 2.2(a) may be repaid and reborrowed during the Revolving Commitment Period.  Each Revolving Lender’s Revolving Commitment shall expire on the Revolving Commitment Termination Date and all Revolving Loans and all other amounts owed hereunder with respect to the Revolving Loans and the Revolving Commitments shall be paid in full no later than such date.

(b)                      Borrowing Mechanics for Revolving Loans .

(i)                                      Except pursuant to Section 2.4(d), Revolving Loans that are (A) Base Rate Loans shall be made in an aggregate minimum amount of $5,000,000 and integral multiples of $1,000,000 in excess of that amount, (B) Eurodollar Rate Loans denominated in Dollars shall be in an aggregate minimum amount of $5,000,000 and integral multiples of $1,000,000 in excess of that amount and (C) denominated in Canadian Dollars shall be in an aggregate minimum amount of C$5,000,000 and integral multiples of C$1,000,000 in excess of that amount, or such lesser amount that equals the entire amount of a reimbursement of a Canadian Dollar-denominated Letter of Credit;

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(ii)                                   Subject to Section 3.3(b), whenever Borrower desires that Revolving Lenders make Revolving Loans, Borrower shall deliver to Administrative Agent a fully executed and delivered Funding Notice no later than 10:00 a.m. (New York City time) at least three Business Days in advance of the proposed Credit Date in the case of a Revolving Loan that is a Eurodollar Rate Loan, and at least one Business Day in advance of the proposed Credit Date in the case of a Revolving Loan that is a Base Rate Loan or a Canadian Prime Rate Loan.  Except as otherwise provided herein, a Funding Notice for a Revolving Loan that is a Eurodollar Rate Loan shall be irrevocable on and after the related Interest Rate Determination Date, and Borrower shall be bound to make a borrowing in accordance therewith.

(iii)                                Notice of receipt of each Funding Notice in respect of Revolving Loans, together with the amount of each Revolving Lender’s Pro Rata Share thereof, if any, together with the applicable interest rate, shall be provided by Administrative Agent to each Revolving Lender by facsimile with reasonable promptness, but ( provided Administrative Agent shall have received such notice by 10:00 a.m. (New York City time)) not later than 3:00 p.m. (New York City time) on the same day as Administrative Agent’s receipt of such Notice from Borrower; provided , however , that if, on the date the Funding Notice with respect to such Revolving Loans is given by Borrower, there are L/C Borrowings outstanding, then the proceeds of such Revolving Loan, first , shall be applicable to the payment in full of any such L/C Borrowing and second , shall be made available to Borrower as provided below.

(iv)                               Each Revolving Lender shall make the amount of its Revolving Loan available to Administrative Agent not later than 1:00 p.m. (New York City time) on the applicable Credit Date by wire transfer of Same Day Funds in Dollars or Canadian Dollars, as applicable, at the Principal Office of Administrative Agent.  Except as provided herein, upon satisfaction or waiver of the conditions precedent specified herein, Administrative Agent shall make the proceeds of such Revolving Loans available to Borrower on the applicable Credit Date by causing an amount of Same Day Funds in Dollars or Canadian Dollars, as applicable, equal to the proceeds of all such Revolving Loans received by Administrative Agent from Revolving Lenders to be credited to the account of Borrower at the Principal Office designated by Administrative Agent or such other account as may be designated in writing to Administrative Agent by Borrower, provided that with respect to any borrowing of a Revolving Loan made on the Funding Date, Administrative Agent will make such funds available to Borrower in accordance with the Funding Date Funds Flow Memorandum.

(v)                                  Each Revolving Lender at its option may make any Revolving Loans by causing any domestic or foreign branch or Affiliate of such Lender  to make such Revolving Loans; provided that any exercise of such option shall not affect the obligation of Borrower to repay such Revolving Loans in accordance with the terms of this Agreement; and provided , further , that, for the avoidance of doubt, each Revolving Lender exercising such option shall continue to be required to comply with its obligations under Section 2.22.

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2.3.                             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 Borrower and the Revolving Lenders set forth in this Section 2.3, (1) from time to time on any Business Day during the period from the Funding Date until at least thirty days prior to the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars or in Canadian Dollars for the account of Borrower and/or any Guarantor, and to amend or extend Letters of Credit previously issued by it, including the Existing Letters of Credit, in accordance with subsection (b) below, and (2) to honor complying presentations under the Letters of Credit; and (B) the Revolving Lenders severally agree to participate in Letters of Credit, including the Existing Letters of Credit, issued for the account of Borrower and/or the Guarantors and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (w) the L/C Obligations with respect to all Letters of Credit issued by each L/C Issuer, including the Existing Letters of Credit, shall not exceed such L/C Issuer’s Letter of Credit Issuance Commitment, (x) the Total Utilization of Revolving Commitments shall not exceed the Revolving Commitments then in effect, (y) the aggregate Outstanding Amount of the Revolving Loans of any Lender, plus such Revolving Lender’s Pro Rata Share of the Outstanding Amount of L/C Obligations, plus such Revolving Lender’s Pro Rata Share of the Outstanding Swing Line Loans shall not exceed such Revolving Lender’s Revolving Commitment, and (z) the Outstanding Amount of L/C Obligations shall not exceed the Letter of Credit Sublimit.  Each request by Borrower or any Guarantor for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence.  Within the foregoing limits, and subject to the terms and conditions hereof, Borrower’s and Guarantor’s ability to obtain Letters of Credit shall be fully revolving, and accordingly Borrower and/or any Guarantor may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and fully reimbursed.  Notwithstanding anything in this Section 2.3 or otherwise herein to the contrary, Goldman Sachs Bank USA (i) shall not be obligated to issue a Letter of Credit with more than one beneficiary or to Persons outside of the United States or Canada; (ii) shall not be required to have outstanding more than fifteen (15) Letters of Credit; (iii) shall not be required to issue a Letter of Credit without a final expiry date that is prior to the Letter of Credit Expiration Date; and (iv) shall not be required to issue Letters of Credit or accept demands under Letters of Credit made by SWIFT message.  Notwithstanding anything in this Section 2.3 or otherwise herein to the contrary, Bank of America (i) shall not be obligated to issue a Letter of Credit with more than one beneficiary or to Persons outside of the United States or Canada; and (ii) shall not be required to issue a Letter of Credit without a final expiry date that is prior to the Letter of Credit Expiration Date.

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

(A)                                subject to Section 2.3(b)(iii), the expiry date of the requested Letter of Credit would occur more than twelve months after the date of

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issuance or last extension, unless the Requisite Revolving Lenders have approved such expiry date; or

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

(iii)                                No L/C Issuer shall be under any obligation to issue any Letter of Credit if:

(A)                                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 the 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 the Letter of Credit in particular or shall impose upon such L/C Issuer with respect to the 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 Effective Date, or shall impose upon such L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Effective Date and which such L/C Issuer in good faith deems material to it;

(B)                                the issuance of the Letter of Credit would violate one or more policies of such L/C Issuer applicable to letters of credit generally;

(C)                                except as otherwise agreed by Administrative Agent and the applicable L/C Issuer, the requested Letter of Credit is in an initial stated amount less than $50,000;

(D)                                any Revolving 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 Borrower or such Revolving Lender to eliminate such L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.23(a)(iii)) 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;

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

(F)                      the proposed use of the Letter of Credit is not in accordance with Section 2.7; or

(G)                    the requested form of such Letter of Credit is not acceptable to the L/C Issuer, in its reasonable discretion.

(iv)                               No L/C Issuer shall amend any Letter of Credit if such L/C Issuer would not be permitted at such time to issue the Letter of Credit in its amended form under the terms hereof.

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

(vi)                               Each L/C Issuer shall act on behalf of the Revolving Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and the L/C Issuers shall have all of the benefits and immunities (A) provided to Administrative Agent in Section 9 with respect to any acts taken or omissions suffered by any 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 “Agent” as used in Section 9 included such L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to each L/C Issuer.

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

(i)                                      Subject to Section 3.3 and except for the Existing Letters of Credit, each Letter of Credit shall be issued or amended, as the case may be, upon the request of Borrower delivered to the applicable L/C Issuer during the period specified in Section 2.3(a) (with a copy to Administrative Agent and each Revolving Lender) in the form of an Issuance Notice (or, in the case of notice to Bank of America in its capacity as L/C Issuer, a Letter of Credit application), appropriately completed and signed by an Authorized Officer of Borrower.  Such Issuance Notice or Letter of Credit application, as applicable, must be received by the applicable L/C Issuer and Administrative Agent not later than 11:00 a.m. (New York City time) at least three Business Days (or such later date and time as Administrative Agent and the applicable L/C Issuer may agree in a particular instance in their 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 Issuance Notice or Letter of Credit application, as applicable, shall specify in form and detail satisfactory to the applicable L/C Issuer: (A) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day); (B) the amount and currency thereof; (C) the expiry date thereof (including a final expiration date in the case of an Auto-Extension Letter of Credit); (D) the name and address of the beneficiary

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thereof; (E) the form of such letter of credit (which shall be in compliance with the requirements of this Section 2.3) and 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) the purpose and nature of the requested Letter of Credit, which shall be in accordance with Section 2.7, or as otherwise approved by the L/C Issuer in its sole discretion; and (H) such other matters as the applicable L/C Issuer may require and shall be accompanied by such application as the applicable L/C Issuer may specify to Borrower or Guarantor for use in connection with such requested Letter of Credit and such other information as shall demonstrate compliance of such Letter of Credit with the requirements specified in this Agreement and the relevant application.  In the case of a request for an amendment of any outstanding Letter of Credit, such Issuance Notice or Letter of Credit application, as applicable, shall specify in form and detail satisfactory to the applicable L/C Issuer (A) the Letter of Credit to be amended; (B) the proposed date of amendment thereof (which shall be a Business Day); (C) the nature of the proposed amendment; and (D) such other matters as the applicable L/C Issuer may require and shall be accompanied by such application as the applicable L/C Issuer may specify to Borrower or Guarantor for use in connection with such requested Letter of Credit and such other information as shall demonstrate compliance of such Letter of Credit with the requirements specified in this Agreement and the relevant application.  Additionally, Borrower shall furnish to the applicable L/C Issuer and Administrative Agent such other documents and information pertaining to such requested Letter of Credit issuance or amendment, including any Issuer Documents, as the applicable L/C Issuer or Administrative Agent may require.

(ii)                                   Promptly after receipt of any Issuance Notice and/or Letter of Credit application, as applicable, the applicable L/C Issuer will confirm with Administrative Agent (by telephone or in writing) that Administrative Agent has received a copy of such Issuance Notice and/or Letter of Credit application, as applicable, from Borrower and, if not, such L/C Issuer will provide Administrative Agent with a copy thereof.  Unless the applicable L/C Issuer has received written notice from any Revolving Lender, Administrative Agent or any Credit Party, at least one 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 Section 3 shall not then be satisfied, then, subject to the terms and conditions hereof, the applicable L/C Issuer shall, on the requested date, issue a Letter of Credit for the account of Borrower or any Guarantor 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 and, with respect to any amendment of a Letter of Credit, so long as the amendment is satisfactory to the L/C Issuer.  Immediately upon the issuance of each Letter of Credit, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to (regardless of whether the conditions set forth in Section 3.3 have been satisfied), purchase from the applicable L/C Issuer a risk participation in such Letter of Credit in an amount equal to the product of such Revolving Lender’s Pro Rata Share times the amount of such Letter of Credit.

(iii)                                If Borrower so requests in any applicable Issuance Notice and/or Letter of Credit application, as applicable, the applicable L/C Issuer may, in its sole discretion, agree to issue a Letter of Credit that has automatic extension provisions (each,

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an “ Auto-Extension Letter of Credit ”); provided that any such Auto-Extension Letter of Credit must permit such L/C Issuer to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “ Non-Extension Notice Date ”) in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued.  Once an Auto-Extension Letter of Credit has been issued, unless otherwise directed by the applicable L/C Issuer, Borrower shall not be required to make a specific request to such L/C Issuer for any such extension.  Once an Auto-Extension Letter of Credit has been issued, the Revolving Lenders shall be deemed to have authorized (but may not require) the applicable L/C Issuer to permit the extension of such Letter of Credit at any time to an expiry date not later than the Letter of Credit Expiration Date; provided , however , that the applicable L/C Issuer shall not permit any such extension if (A) such L/C Issuer has determined that it would not be permitted, or would have no obligation, at such time to issue such Letter of Credit in its revised form (as extended) under the terms hereof (by reason of the provisions of clause (ii) or (iii) of Section 2.3(a) or otherwise), or (B) it has received notice (which may be by telephone or in writing) on or before the day that is seven Business Days before the Non-Extension Notice Date (1) from Administrative Agent that the Requisite Revolving Lenders have elected not to permit such extension or (2) from Administrative Agent, any Revolving Lender or Borrower that one or more of the applicable conditions specified in Section 3.3 is not then satisfied (or a Default or Event of Default has occurred and is continuing), and in each such case directing such L/C Issuer not to permit such extension.

(iv)                               If Borrower so requests in any applicable Issuance Notice and/or Letter of Credit application, as applicable, the applicable L/C Issuer may, in its sole discretion, agree to issue a Letter of Credit that permits the automatic reinstatement of all or a portion of the stated amount thereof after any drawing thereunder (each, an “ Auto-Reinstatement Letter of Credit ”).  Once an Auto-Reinstatement Letter of Credit has been issued, unless otherwise directed by the applicable L/C Issuer in its sole discretion, Borrower shall not be required to make a specific request to such L/C Issuer to permit such reinstatement.  Once an Auto-Reinstatement Letter of Credit has been issued, except as provided in the following sentence, the Revolving Lenders shall be deemed to have authorized (but may not require) the applicable L/C Issuer to reinstate all or a portion of the stated amount thereof in accordance with the provisions of such Letter of Credit.  Notwithstanding the foregoing, if such Auto-Reinstatement Letter of Credit permits such L/C Issuer to decline to reinstate all or any portion of the stated amount thereof after a drawing thereunder by giving notice of such non-reinstatement within a specified number of days after such drawing (the “ Non-Reinstatement Deadline ”), such L/C Issuer shall not permit such reinstatement if it has received a notice (which may be by telephone or in writing) on or before the day that is seven Business Days before the Non-Reinstatement Deadline (A) from Administrative Agent that the Requisite Revolving Lenders have elected not to permit such reinstatement or (B) from Administrative Agent, any Revolving Lender or Borrower that one or more of the applicable conditions specified in Section 3.3 is not then satisfied (or a Default or Event of Default has occurred and is continuing) (treating such reinstatement as an L/C Credit Extension for purposes of this clause) and, in each case, directing such L/C Issuer not to permit such reinstatement.

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(v)                                  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 Borrower and Administrative Agent and each Revolving Lender a true and complete copy of such Letter of Credit or amendment.

(vi)                               Anything herein to the contrary notwithstanding, in the event of any conflict between the terms of any Issuance Notice, any application for a Letter of Credit and those of this Agreement, the terms of this Agreement shall be controlling.

(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 Borrower and Administrative Agent and the Revolving Lenders thereof.  In the case of a Letter of Credit denominated in Canadian Dollars, Borrower shall reimburse the applicable L/C Issuer in Canadian Dollars, unless (A) such L/C Issuer (at its option) shall have specified in such notice that it will require reimbursement in Dollars, or (B) in the absence of any such requirement for reimbursement in Dollars, Borrower shall have notified such L/C Issuer promptly following receipt of the notice of drawing that Borrower will reimburse such L/C Issuer in Dollars.  In the case of any such reimbursement in Dollars of a drawing under a Letter of Credit denominated in Canadian Dollars, the applicable L/C Issuer shall notify Borrower of the Dollar Equivalent of the amount of the drawing promptly following the determination thereof.  Not later than 11:00 a.m. (New York City time) on the date of any payment by the applicable L/C Issuer under a Letter of Credit to be reimbursed in Dollars, or at a local time as may be determined by such L/C Issuer to be necessary for timely settlement on such date of payment by such L/C Issuer under a Letter of Credit to be reimbursed in Canadian Dollars, in accordance with normal banking procedures in the place of payment (each such date, an “ Honor Date ”), Borrower shall reimburse such L/C Issuer in an amount equal to the amount of such drawing and in the applicable currency.  In the event that (A) a drawing denominated in Canadian Dollars is to be reimbursed in Dollars pursuant to the second sentence in this Section 2.3(c)(i) and (B) the Dollar amount paid by Borrower, whether on or after the Honor Date, shall not be adequate on the date of that payment to purchase in accordance with normal banking procedures a sum denominated in Canadian Dollars equal to the drawing, Borrower agrees, as a separate and independent obligation, to indemnify the L/C Issuer for the loss resulting from its inability on that date to purchase the Canadian Dollars in the full amount of that drawing.  If Borrower fails to so reimburse such L/C Issuer by such time, such L/C Issuer shall notify the Administrative Agent and the Administrative Agent shall promptly notify each Revolving Lender of the Honor Date, the amount of the unreimbursed drawing (expressed in Dollars in the amount of the Dollar Equivalent thereof in the case of a Letter of Credit denominated in Canadian Dollars) (the “ Unreimbursed Amount ”), and the amount of such Revolving Lender’s Pro Rata Share thereof.  In such event, Borrower shall be deemed to have requested a Revolving Loan that is a Base Rate Loan or Canadian Prime Rate Loan, as applicable, to be disbursed on the Honor Date in an amount equal to the Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.2 for the principal

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amount of Base Rate Loans or Canadian Prime Rate Loans, as applicable, but subject to the amount of the unutilized portion of the Revolving Commitments and the conditions set forth in Section 3.3 (other than the delivery of a Funding Notice).  Any notice given by an L/C Issuer, Administrative Agent or the Revolving Lenders pursuant to this Section 2.3(c)(i) may be given by telephone if immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice.

(ii)                                   Each Revolving Lender shall upon any notice pursuant to Section 2.3(c)(i) make funds available (and Administrative Agent may apply Cash Collateral provided for this purpose) for the account of the applicable L/C Issuer, in Dollars or Canadian Dollars, as applicable, at the Principal Office for Dollar-denominated payments designated by such L/C Issuer in an amount equal to its Pro Rata Share of the Unreimbursed Amount not later than 1:00 p.m. on the Business Day specified in such notice by Administrative Agent, whereupon, subject to the provisions of Section 2.3(c)(iii), each Revolving Lender that so makes funds available shall be deemed to have made a Revolving Loan that is a Base Rate Loan or Canadian Prime Rate Loan, as applicable, to Borrower in such amount.  Administrative Agent shall reasonably promptly remit the funds so received to the applicable L/C Issuer in Dollars or Canadian Dollars, as applicable.

(iii)                                With respect to any Unreimbursed Amount that is not fully refinanced by a Revolving Loan that is a Base Rate Loan or Canadian Prime Rate Loan, as applicable, because the conditions set forth in Section 3.3 cannot be satisfied or for any other reason, Borrower shall be deemed to have incurred from the applicable L/C Issuer an L/C Borrowing in the amount of the 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 Letter of Credit Fees Default Rate.  In such event, each Revolving Lender’s payment to Administrative Agent for the account of such L/C Issuer pursuant to Section 2.3(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 Revolving Lender in satisfaction of its participation obligation under this Section 2.3.

(iv)                               Until each Revolving Lender funds its Revolving Loan or L/C Advance pursuant to this Section 2.3(c) to reimburse the applicable L/C Issuer for any amount drawn under any Letter of Credit, interest in respect of such Revolving Lender’s Pro Rata Share of such amount shall be solely for the account of such L/C Issuer.

(v)                                  Each Revolving Lender’s obligation to make Revolving Loans or L/C Advances to reimburse the applicable L/C Issuer for amounts drawn under Letters of Credit, as contemplated by this Section 2.3(c), shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against any L/C Issuer, Borrower, any Subsidiary or any other Person for any reason whatsoever; (B) the occurrence or continuance of a Default or Event of Default; (C) the form, validity, sufficiency, accuracy, genuineness or legal effect of any Letter of Credit or any document submitted by any party in connection with the application for and issuance of a Letter of

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Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (D) failure of the beneficiary to comply fully with the conditions required in order to demand payment under a Letter of Credit; or (E) any other occurrence, event or condition, whether or not similar to any of the foregoing, including without limitation, any of the events specified in Section 2.3(e); provided , however , that each Revolving Lender’s obligation to make Revolving Loans pursuant to this Section 2.3(c) is subject to the conditions set forth in Section 3.3 (other than delivery by Borrower of a Funding Notice).  For avoidance of doubt, each Revolving Lender’s Obligation to fund its participation in any L/C Borrowing shall not be subject to the conditions set forth in Section 3.3.  No such making of an L/C Advance shall relieve or otherwise impair the obligation of Borrower to reimburse the applicable L/C Issuer for the amount of any payment made by such L/C Issuer under any Letter of Credit, together with interest as provided herein.

(vi)                               If any Revolving Lender fails to make available to Administrative Agent for the account of the applicable L/C Issuer any amount required to be paid by such Revolving Lender pursuant to the foregoing provisions of this Section 2.3(c) by the time specified in Section 2.3(c)(ii), then, without limiting the other provisions of this Agreement, such L/C Issuer shall be entitled to recover from such Revolving Lender (acting through 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 L/C Overnight Rate from time to time in effect, plus any administrative, processing or similar fees customarily charged by such L/C Issuer in connection with the foregoing.  If such Revolving Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Revolving Lender’s Revolving Loan included in the relevant Revolving Commitment or L/C Advance in respect of the relevant L/C Borrowing, as the case may be.  A certificate of the applicable L/C Issuer submitted to any Revolving Lender (through Administrative Agent) with respect to any amounts owing under this clause (vi) shall be conclusive absent manifest error.

(d)                      Repayment of Participations .

(i)                                      At any time after the applicable L/C Issuer has made a payment under any Letter of Credit and has received from any Revolving Lender such Revolving Lender’s L/C Advance in respect of such payment in accordance with Section 2.3(c), if Administrative Agent receives for the account of such L/C Issuer any payment in respect of the related Unreimbursed Amount or interest thereon (whether directly from Borrower or otherwise, including proceeds of Cash Collateral applied thereto by Administrative Agent), Administrative Agent will distribute to such Revolving Lender its Pro Rata Share thereof in the same funds as those received by Administrative Agent.

(ii)                                   If any payment received by Administrative Agent for the account of the applicable L/C Issuer pursuant to Section 2.3(c)(i) is required to be returned under any of the circumstances described in Section 10.10 (including pursuant to any settlement entered into by such L/C Issuer in its discretion), each Revolving Lender shall pay to Administrative Agent for the account of such L/C Issuer its Pro Rata Share thereof on

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demand of Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned by such Revolving Lender, at a rate per annum equal to the L/C Overnight Rate.  The obligations of the Revolving Lenders under this clause shall survive the payment in full of the Obligations and the termination of this Agreement.

(e)                       Obligations Absolute .  The obligation of Borrower to reimburse the applicable L/C Issuer for each drawing under each Letter of Credit and to repay each L/C Borrowing (whether made to Borrower or any of its Subsidiaries) shall 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 Credit Document;

(ii)                                   the existence of any claim, counterclaim, setoff, defense or other right that Borrower or any Subsidiary 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;

(iv)                               waiver by the L/C Issuer of any requirement that exists for the L/C Issuer’s protection and not the protection of Borrower or any waiver by the L/C Issuer which does not in fact materially prejudice Borrower;

(v)                                  honor of a demand for payment presented electronically even if such Letter of Credit requires that demand be in the form of a draft;

(vi)                               any payment made by the L/C Issuer in respect of an otherwise complying item presented after the date specified as the expiration date of, or the date by which documents must be received under, such Letter of Credit if presentation after such date is authorized by the UCC or the ISP, as applicable;

(vii)                            any payment by the applicable 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 the applicable 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;

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(viii)                         any amendment or waiver of or any consent or departure from all or any of the provisions of the Credit Documents or Letter of Credit;

(ix)                               any adverse change in the business, operations, properties, assets, condition (financial or otherwise) or prospects of Borrower, any Guarantor or any Subsidiary;

(x)                                  any adverse change in the relevant exchange rates or in the availability of Canadian Dollars to Borrower, any Guarantor or any Subsidiary or in the relevant currency markets generally; or

(xi)                               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, Borrower or any Subsidiary.

Borrower 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 Borrower’s instructions or other irregularity, Borrower will immediately notify the applicable L/C Issuer.  Borrower 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 an L/C Issuer .  Each Revolving Lender and Borrower agree that, in paying any drawing under a Letter of Credit, the applicable L/C Issuer shall not 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, Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of any L/C Issuer shall be liable to any Revolving Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Revolving Lenders or the Requisite Revolving 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 Issuer Document.  Borrower hereby assumes 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 Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement.  None of the L/C Issuers, Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of any L/C Issuer shall be liable or responsible for any of the matters described in clauses (i) through (ix) of Section 2.3(e); provided , however , that anything in such clauses to the contrary notwithstanding, Borrower may have a claim against any L/C Issuer, and such L/C Issuer may be liable to Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by Borrower which Borrower proves were caused by such L/C Issuer’s willful misconduct or gross negligence or such L/C Issuer’s willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of all the documents specified in such Letter of Credit strictly complying with the terms and conditions of a Letter of Credit.  In furtherance and not in limitation of the foregoing, any L/C Issuer may accept documents that appear on their

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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.  The L/C Issuer may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication (“ SWIFT ”) message or overnight courier, or any other commercially reasonable means of communicating with a beneficiary.

(g)                       Applicability of ISP .  Unless otherwise expressly agreed by the applicable L/C Issuer and Borrower when a Letter of Credit is issued or when it is amended with the consent of the beneficiary thereof, the rules of the ISP shall apply to each standby Letter of Credit and as to all matters not governed thereby, the law of the State of New York.  Notwithstanding the foregoing, no L/C Issuer shall be responsible to Borrower for, and each L/C Issuer’s rights and remedies against Borrower shall not be impaired by, any action or inaction of such L/C Issuer required or permitted under any law, order, or practice that is required or permitted to be applied to any Letter of Credit or this Agreement, including the law or any order of a jurisdiction where such L/C Issuer or the beneficiary is located, the practice stated in the ISP, or in the decisions, opinions, practice statements, or official commentary of the ICC Banking Commission, the Bankers Association for Finance and Trade - International Financial Services Association (BAFT-IFSA), or the Institute of International Banking Law & Practice, whether or not any Letter of Credit chooses such law or practice.

(h)                      Letter of Credit Fees .  Borrower shall pay to Administrative Agent for the account of each Revolving Lender in accordance with its Pro Rata Share, in Dollars, a Letter of Credit fee (the “ Letter of Credit Fee ”) for each standby Letter of Credit equal to the Applicable Margin for Revolving Loans that are Eurodollar Rate Loans times the Dollar Equivalent of the daily maximum aggregate amount available to be drawn under such Letter of Credit; provided , however, any Letter of Credit Fees otherwise payable for the account of a Defaulting Lender with respect to any Letter of Credit as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the applicable L/C Issuer pursuant to Section 2.23 shall be payable, to the maximum extent permitted by applicable law, to the other Revolving Lenders in accordance with the upward adjustments in their respective Pro Rata Share allocable to such Letter of Credit pursuant to Section 2.23(a)(iii), with the balance of such fee, if any, payable to such L/C Issuer for its own account.  For purposes of computing the daily maximum aggregate amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.4.  Letter of Credit Fees shall be (i) due and payable on the first Business Day after the end of each March, June, September and December, commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand (to the extent remaining unpaid) and (ii) computed on a quarterly basis in arrears.  If there is any change in the Applicable Margin during any quarter, the daily maximum aggregate amount available to be drawn under each standby Letter of Credit shall be computed and multiplied by the Applicable Margin separately for each period during such quarter that such Applicable Margin was in effect.  Notwithstanding anything to the contrary contained herein, upon the request of the Requisite Revolving Lenders, while any Event of Default exists, all Letter of Credit Fees shall accrue at the Letter of Credit Fees Default Rate.

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(i)                          Fronting Fee and Documentary and Processing Charges Payable to applicable L/C Issuer .  Borrower shall pay directly to the applicable L/C Issuer for its own account, in Dollars, a fronting fee with respect to each standby Letter of Credit, at the rate per annum equal to 0.125% per annum, computed on the Dollar Equivalent of the daily maximum aggregate amount available to be drawn under such Letter of Credit on a quarterly basis in arrears.  Such fronting fee shall be due and payable on the fifth Business Day after the end of each March, June, September and December in respect of the most recently-ended quarterly period (or portion thereof, in the case of the first payment), commencing with the first such date to occur after the issuance of such Letter of Credit and thereafter on demand (to the extent remaining unpaid) and shall continue until the later of (i) the Letter of Credit Expiration Date and (ii) the expiration or cancellation of all outstanding Letters of Credit.  For purposes of computing the daily maximum aggregate amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.4.  In addition, Borrower shall pay directly to the applicable L/C Issuer for its own account, in Dollars, 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.  Such customary fees and standard costs and charges, if any, are due and payable on demand and are nonrefundable.

(j)                         Conflict with Issuer Documents .  In the event of any conflict between the terms hereof and the terms of any Issuer Document, the terms hereof shall control.

(k)                      Letters of Credit Issued for Guarantors, Subsidiaries and Additional LC Parties .  Notwithstanding that a Letter of Credit issued or outstanding hereunder, including the Existing Letters of Credit, is in support of any obligations of a Guarantor, a Subsidiary or, subject to the Additional LC Parties Sub-Limit, an Additional LC Party (as approved by the applicable L/C Issuer), Borrower and each other applicant specified in the Letter of Credit shall be obligated to reimburse the applicable L/C Issuer hereunder for any and all drawings under such Letter of Credit (for the avoidance of doubt, Borrower will be obligated for such reimbursement obligations whether or not it is the applicant).  Borrower and the Guarantors hereby acknowledge that the issuance of Letters of Credit in support of any obligations of Guarantors, Subsidiaries and, subject to the Additional LC Parties Sub-Limit, Additional LC Parties, inures to the benefit of Borrower and such Guarantor, and that Borrower’s business derives substantial benefits from the businesses of such Guarantors, Subsidiaries or Additional LC Parties.

(l)                          Resignation as L/C Issuer .  Any L/C Issuer may, upon 30 days’ notice to Borrower and the Revolving Lenders resign as L/C Issuer. In the event of any such resignation as L/C Issuer, Borrower shall be entitled to appoint from among the Revolving Lenders a successor L/C Issuer hereunder; provided , however , that no failure by Borrower to appoint any such successor shall affect the resignation of any L/C Issuer.  If Goldman Sachs Bank USA, Bank of America, or another Lender resigns as L/C Issuer, it shall retain all the rights, powers, privileges and duties of an L/C Issuer hereunder with respect to all Letters of Credit that it issued, including Letters of Credit outstanding as of the effective date of its resignation as L/C Issuer and all L/C Obligations with respect thereto (including the right to require the Revolving Lenders to make Revolving Loans that are Base Rate Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.3(c)).  Upon the appointment of a successor L/C Issuer, (a) such successor

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shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer as the case may be, (b) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the applicable L/C Issuer to effectively assume the obligations of such L/C Issuer with respect to such Letters of Credit and (c) the resigning L/C Issuer shall assign its Letter of Credit Issuance Commitment to issue Letters of Credit to such successor L/C Issuer.

(m)                  Replacement of L/C Issuers .

(i)                                      If at any time an L/C Issuer ceases to have the Required Ratings, then such L/C Issuer shall promptly, and in any event within two Business Days after such cessation, notify Borrower thereof and Borrower may, upon 30 days’ prior written notice, in each case, to such L/C Issuer and Administrative Agent, (A) elect to replace such L/C Issuer in its capacity as an L/C Issuer with a Person selected by Borrower and with the Required Ratings so long as such Person is an Eligible Assignee and is reasonably satisfactory to Administrative Agent or (B) cause such L/C Issuer to assign its Letter of Credit Issuance Commitment to issue Letters of Credit to another or additional L/C Issuer selected by Borrower and with the Required Ratings, so long as such Person is an Eligible Assignee and is reasonably satisfactory to Administrative Agent; and

(ii)                                   Borrower shall notify Administrative Agent, and Administrative Agent shall notify the Revolving Lenders, of any such replacement of a L/C Issuer pursuant to paragraph (i) above.  At the time any such replacement shall become effective, Borrower shall have (A) paid all unpaid fees and Unreimbursed Amounts accrued for the account of the replaced L/C Issuer pursuant to Section 2.12 and (B) effected the cancellation and return to the replaced L/C Issuer of its Letters of Credit outstanding at such time.  From and after the effective date of any such replacement, (1) the successor L/C Issuer shall have all the rights and obligations of the replaced L/C Issuer under this Agreement with respect to Letters of Credit to be issued thereafter and (2) references herein to the term “ L/C Issuer ” shall be deemed to refer to such successor or to any previous L/C Issuer, or to such successor and all previous L/C Issuers, as the context shall require.  After the replacement of a L/C Issuer hereunder, the replaced L/C Issuer shall remain a party hereto and shall continue to have all the rights, powers, privileges and duties of such L/C Issuer under this Agreement with respect to Letters of Credit issued by it prior to such replacement but shall not be required to issue additional Letters of Credit;

2.4.                 Swing Line Loans .

(a)                      The Swing Line .  Subject to the terms and conditions set forth herein, the Swing Line Lender, in reliance upon the agreements of the other Revolving Lenders set forth in this Section 2.4, may in its sole discretion make loans in Dollars or Canadian Dollars to Borrower (each such loan, a “ Swing Line Loan ”) from time to time on any Business Day during the Revolving Commitment Period in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Pro Rata Share of the Outstanding Amount of Revolving Loans and

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Outstanding Amount of L/C Obligations of the Revolving Lender acting as Swing Line Lender, may exceed the amount of such Revolving Lender’s Revolving Commitment; provided , however , that after giving effect to any Swing Line Loan, (i) the Total Utilization of Revolving Commitments shall not exceed the Revolving Commitments, (ii) the aggregate Outstanding Amount of the Revolving Loans of any Revolving Lender, plus such Revolving Lender’s Pro Rata Share of the Outstanding Amount of L/C Obligations, plus such Revolving Lender’s Pro Rata Share of the Outstanding Swing Line Loans shall not exceed such Lender’s Revolving Commitment (other than with respect to the Swing Line Lender) and (iii) the Swing Line Lender shall not be under any obligation to make any Swing Line Loan if it shall determine (which determination shall be conclusive and binding absent manifest error) that it has, or by such Credit Extension may have, Fronting Exposure, and provided , further , that Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan.  Within the foregoing limits, and subject to the other terms and conditions hereof, Borrower may borrow under this Section 2.4, prepay under Section 2.14 and Section 2.15, and reborrow under this Section 2.4.  Each Swing Line Loan denominated in Dollars shall be a Base Rate Loan and each Swing Line Loan denominated in Canadian Dollars shall be a Canadian Prime Rate Loan.  Immediately upon the making of a Swing Line Loan, each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Lender’s Pro Rata Share times the amount of such Swing Line Loan.

(b)                      Borrowing Procedures .  Each Swing Line Borrowing shall be made upon Borrower’s irrevocable notice to the Swing Line Lender and Administrative Agent, which may be given by telephone for a borrowing in Dollars or by facsimile for a borrowing in Canadian Dollars.  Each such notice must be received by the Swing Line Lender and Administrative Agent not later than 1:00 p.m. (New York City time) on the requested borrowing date, and shall specify (i) the amount to be borrowed, which shall be a minimum of $100,000 or the equivalent amount in Canadian Dollars as of the requested date of borrowing with the Spot Exchange Rate to be calculated as of such requested date of borrowing, and (ii) the requested borrowing date, which shall be a Business Day.  Each such telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and Administrative Agent of a written Swing Line Loan Notice, appropriately completed and signed by an Authorized Officer of Borrower.  Promptly after receipt by the Swing Line Lender of any Swing Line Loan Notice, the Swing Line Lender will confirm with Administrative Agent (by telephone or in writing) that Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Lender will notify Administrative Agent (by telephone or in writing) of the contents thereof.  Unless the Swing Line Lender has received notice (by telephone or in writing) from Administrative Agent (including at the request of any Revolving Lender) prior to 2:00 p.m. (New York City time) on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.4(a), or (B) that one or more of the applicable conditions specified in Section 3 is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 3:00 p.m. (New York City time) on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to Borrower at its office by crediting the account of Borrower on the books of the Swing Line Lender in Same Day Funds.

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(c)                       Refinancing of Swing Line Loans .

(i)                                      The Swing Line Lender at any time in its sole discretion may request, on behalf of Borrower (which hereby irrevocably authorizes the Swing Line Lender to so request on its behalf), that each Revolving Lender make a Revolving Loan that is a Base Rate Loan or a Canadian Prime Rate Loan, as applicable, in an amount equal to such Lender’s Pro Rata Share of the amount of Swing Line Loans then outstanding (the “ Refunded Swing Line Loans ”).  Such request shall be made in writing (which written request shall be deemed to be a Funding Notice for purposes hereof) and in accordance with the requirements of Section 2.2, without regard to the minimum and multiples specified therein for the principal amount of Base Rate Loans or Canadian Prime Rate Loans, as applicable, but subject to the unutilized portion of the Revolving Commitments and the conditions set forth in Section 3.3.  The Swing Line Lender shall furnish Borrower with a copy of the applicable deemed Funding Notice promptly after delivering such notice to Administrative Agent.  Each Revolving Lender shall make an amount equal to its Pro Rata Share of the Refunded Swing Line Loans specified in such deemed Funding Notice available to Administrative Agent in Same Day Funds (and Administrative Agent may apply Cash Collateral available with respect to the applicable Swing Line Loan) for the account of the Swing Line Lender at the Principal Office for Dollar- or Canadian- Dollar-denominated payments, as applicable, designated by the Swing Line Lender not later than 1:00 p.m. (New York City time) on the day specified in such deemed Funding Notice, whereupon, subject to Section 2.4(c)(ii), each Revolving Lender that so makes funds available shall be deemed to have made a Revolving Loan that is a Base Rate Loan or a Canadian Prime Rate Loan, as applicable, to Borrower in such amount.  Administrative Agent shall remit the funds so received to the Swing Line Lender.

(ii)                                   If for any reason any Swing Line Loan cannot be refinanced by such a Revolving Loan in accordance with Section 2.4(c)(i), the request for a Revolving Loan that is a Base Rate Loan or a Canadian Prime Rate Loan, as applicable, submitted by the Swing Line Lender as set forth herein shall be deemed to be a request by the Swing Line Lender that each of the Revolving Lenders fund its risk participation in the relevant Swing Line Loan and each Revolving Lender’s payment to Administrative Agent for the account of the Swing Line Lender pursuant to Section 2.4(c)(i) shall be deemed payment in respect of such participation.

(iii)                                If any Revolving Lender fails to make available to Administrative Agent for the account of the Swing Line Lender any amount required to be paid by such Revolving Lender pursuant to the foregoing provisions of this Section 2.4(c) by the time specified in Section 2.4(c)(i), the Swing Line Lender shall be entitled to recover from such Revolving Lender (acting through 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 the Swing Line Lender at a rate per annum equal to the Swing Line Overnight Rate from time to time in effect, plus any administrative, processing or similar fees customarily charged by the Swing Line Lender in connection with the foregoing.  If such Revolving Lender pays such Refunded Swing Line Loan (with interest and fees as aforesaid), the amount so paid shall constitute such

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Lender’s Revolving Loan included in the relevant Revolving Commitment or funded participation in the relevant Swing Line Loan, as the case may be.  A certificate of the Swing Line Lender submitted to any Revolving Lender (through Administrative Agent) with respect to any amounts owing under this clause (iii) shall be conclusive absent manifest error.

(iv)                               Each Revolving Lender’s obligation to make Revolving Loans or to purchase and fund risk participations in Swing Line Loans pursuant to this Section 2.4(c) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against the Swing Line Lender, Borrower or any other Person for any reason whatsoever, (B) the occurrence or continuance of a Default or Event of Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided , however , that each Revolving Lender’s obligation to make Revolving Loans pursuant to this Section 2.4(c) is subject to the conditions set forth in Section 3.3.  No such funding of risk participations shall relieve or otherwise impair the obligation of Borrower to repay Swing Line Loans, together with interest as provided herein.

(d)                      Repayment of Participations .

(i)                                      At any time after any Revolving Lender has purchased and funded a risk participation in a Swing Line Loan, if the Swing Line Lender receives any payment on account of such Swing Line Loan, the Swing Line Lender will distribute to such Revolving Lender its Pro Rata Share thereof in the same funds as those received by the Swing Line Lender.

(ii)                                   If any payment received by the Swing Line Lender in respect of principal or interest on any Swing Line Loan is required to be returned by the Swing Line Lender under any of the circumstances described in Section 10.10 (including pursuant to any settlement entered into by the Swing Line Lender in its discretion), each Revolving Lender shall pay to the Swing Line Lender its Pro Rata Share thereof on demand of Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned, at a rate per annum equal to the Swing Line Overnight Rate.  Administrative Agent will make such demand upon the request of the Swing Line Lender.  The obligations of the Revolving Lenders under this clause shall survive the payment in full of the Obligations and the termination of this Agreement.

(e)                       Interest for Account of Swing Line Lender .  The Swing Line Lender shall be responsible for invoicing Borrower for interest on the Swing Line Loans.  Until each Revolving Lender funds its Refunded Swing Line Loan or risk participation pursuant to this Section 2.4 to refinance such Lender’s Pro Rata Share of any Swing Line Loan, interest in respect of such Pro Rata Share shall be solely for the account of the Swing Line Lender.

(f)                        Payments Directly to Swing Line Lender .  Borrower shall make all payments of principal and interest in respect of the Swing Line Loans directly to the Swing Line Lender.

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(g)                       Resignation as Swing Line Lender . The Swing Line Lender may upon 30 days’ notice to Borrower resign as Swing Line Lender.  In the event of any such resignation as Swing Line Lender, Borrower shall be entitled to appoint from among the Revolving Lenders a successor Swing Line Lender hereunder; provided , however , that no failure by Borrower to appoint any such successor shall affect the resignation of the Swing Line Lender as Swing Line Lender, as the case may be.  If the Swing Line Lender resigns as Swing Line Lender, it shall retain all the rights of the Swing Line Lender provided for hereunder with respect to Swing Line Loans made by it and outstanding as of the effective date of such resignation, including the right to require the Revolving Lenders to make Revolving Loans that are Base Rate Loans, Canadian Prime Rate Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.4(c).  Upon the appointment of a successor Swing Line Lender, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Swing Line Lender.

(h)                      Repayment by Borrower .  Borrower shall repay each Swing Line Loan on the earlier to occur of (i) the date ten Business Days after such Swing Line Loan is made and (ii) the Revolving Commitment Termination Date.

2.5.                             [Reserved] .

2.6.                             Pro Rata Shares; Availability of Funds .

(a)                      Pro Rata Shares .  All Term Loans shall be made by Term Loan Lenders simultaneously and proportionately to their respective Pro Rata Shares.  All Revolving Loans and Swing Line Loans shall be made, and all participations purchased by Revolving Lenders simultaneously and proportionately to their Pro Rata Shares. No Lender shall be responsible for any default by any other Lender in such other Lender’s obligation to make a Loan in respect of which such other Lender has a Commitment requested hereunder or purchase a participation required hereby nor shall any Term Loan Commitment or any Revolving Commitment of any Lender be increased or decreased as a result of a default by any other Lender in such other Lender’s obligation to make a Loan in respect of which such other Lender has a Commitment requested hereunder or purchase a participation required hereby.

(b)                      Availability of Funds .  Unless Administrative Agent shall have been notified by any Lender prior to the applicable Credit Date that such Lender does not intend to make available to Administrative Agent the amount of such Lender’s Loan requested on such Credit Date, Administrative Agent may assume that such Lender has made such amount available to Administrative Agent on such Credit Date and Administrative Agent may, in its sole discretion, but shall not be obligated to, make available to Borrower a corresponding amount on such Credit Date (any such amount made available by Administrative Agent to Borrower, the “ Corresponding Amount ”).  If such Corresponding Amount is not in fact made available to Administrative Agent by such Lender, Administrative Agent shall be entitled to recover such Corresponding Amount on demand from such Lender together with interest thereon, for each day from such Credit Date until the date such amount is paid to Administrative Agent, at the customary rate set by Administrative Agent for the correction of errors among banks for three Business Days and thereafter at the Base Rate.  In the event that Administrative Agent does not make available to Borrower a requested amount on the applicable Credit Date until such time as

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all applicable Lenders have made payment to Administrative Agent, Administrative Agent shall deem any payment by or on behalf of a Lender hereunder that is not made in Same Day Funds prior to the time period specified herein and such delay causes Administrative Agent’s failure to fund to Borrower in accordance with its Funding Notice, a non-conforming payment and such Lender shall not receive interest hereunder with respect to the requested amount of such Lender’s Loans for the period commencing with the time specified in this Agreement for receipt of payment by Borrower through and including the time of Borrower’s receipt of the requested amount.  If such Lender does not pay such Corresponding Amount forthwith upon Administrative Agent’s demand therefor, Administrative Agent shall promptly notify Borrower and Borrower shall immediately pay such Corresponding Amount to Administrative Agent together with interest thereon, for each day from such Credit Date until the date such amount is paid to Administrative Agent, at the rate payable hereunder for Base Rate Loans or Canadian Prime Rate Loans, as applicable, for such Class of Loans.  Nothing in this Section 2.6(b) shall be deemed to relieve any Lender from its obligation to fulfill its Term Loan Commitments and/or Revolving Commitments hereunder or to prejudice any rights that Borrower may have against any Lender as a result of any default by such Lender hereunder.

2.7.                             Use of Proceeds .  The proceeds of the Term Loans made on the Funding Date shall be applied by Borrower in accordance with the Funding Date Funds Flow Memorandum (a) to repay in whole the Existing Indebtedness of APLP, or, with respect to the Existing Indebtedness of the Sponsor, to make irrevocable arrangements in connection with such repayment, including all interest and premium in connection therewith; (b) to fund a distribution to the Sponsor for the purpose of funding any one or more of open market purchases of the Sponsor’s existing debentures, establishing common or preferred stock share repurchase or buyback programs or general working capital needs of the Sponsor; (c) at the option of Borrower, to fund the Debt Service Reserve Account; (d) to pay fees, commissions and expenses related to the foregoing and to the Credit Documents (including without limitation pursuant to the Fee Letters); and (e) following consummation of the transactions described in the foregoing clauses (a) through (d), to pay a cash dividend with any remaining proceeds of the Term Loans to holders, directly or indirectly, of the Equity Interests of Borrower (the “ Dividend Payment ”) (clauses (a) through (e), collectively, the “ Transactions ”).  The proceeds of the Revolving Loans and Swing Line Loans made on and after the Funding Date shall be applied by Borrower (i) for ongoing working capital requirements and general corporate purposes of Borrower, the Guarantors and the Additional LC Parties, including without limitation the funding of acquisitions; provided that (x) Swingline Loans and Revolving Loans may be applied to the repayment of only Indebtedness existing as of the Effective Date (and not to the repayment of Indebtedness incurred on or after the Effective Date) and (y) the aggregate amount of Swingline Loans and Revolving Loans that may be applied to the repayment of Indebtedness existing as of the Effective Date shall not exceed $100 million from and after the Effective Date and (ii) to support Borrower’s, the Guarantors’ and, subject to the Additional LC Parties Sub-Limit, the Additional LC Parties’ collateral support obligations to counterparties under Contractual Obligations; provided that Revolving Commitments utilized on the Funding Date may be applied by Borrower solely, in accordance with the Funding Date Funds Flow Memorandum, (A) to issue Letters of Credit to fund the Debt Service Reserve Account in an amount equal to the Debt Service Reserve Requirement, and (B) to replace instruments, outstanding on or prior to the Funding Date, that support Borrower’s, the Guarantors’ and, subject to the Additional LC Parties Sub-Limit, the Additional LC Parties’ collateral support obligations to counterparties under

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Contractual Obligations.  Letters of Credit will be issued only (x) to fund the Debt Service Reserve Account in an amount equal to the Debt Service Reserve Requirement and (y) to support the Guarantors’ and, subject to the Additional LC Parties Sub-Limit, the Additional LC Parties’ collateral support obligations to counterparties under Contractual Obligations.

2.8.                             Evidence of Debt; Register; Lenders’ Books and Records; Notes .

(a)                      Lenders’ Evidence of Debt .  Each Lender shall maintain on its internal records an account or accounts evidencing the Obligations of Borrower to such Lender, including the amounts of the Loans made by it and each repayment and prepayment in respect thereof.  Any such recordation shall be conclusive and binding on Borrower, absent manifest error; provided , that the failure to make any such recordation, or any error in such recordation, shall not affect any Lender’s Revolving Commitments or Borrower’s Obligations in respect of any applicable Loans; and provided further , in the event of any inconsistency between the Register and any Lender’s records, the recordations in the Register shall govern.

(b)                      Register .  Administrative Agent (or its agent or sub-agent appointed by it) shall maintain at its Principal Office a register for the recordation of the names and addresses of all Lenders and the Revolving Commitments and Loans of each Revolving Lender and principal amounts (and stated interest) of the Loans owing to each Lender pursuant to the terms hereof from time to time (the “ Register ”).  The Register shall be available for inspection by Borrower or any Lender (with respect to (i) any entry relating to such Lender’s Loans or L/C Obligations or (ii) the identity of the other Lenders (but not any information with respect to such other Lenders’ Loans or L/C Obligations)) at any reasonable time and from time to time upon reasonable prior notice.  Administrative Agent shall record, or shall cause to be recorded, in the Register the Revolving Commitments and the Loans in accordance with the provisions of Section 10.6, and each repayment or prepayment in respect of the principal amount of the Loans, and any such recordation shall be conclusive and binding on Borrower and each Lender, absent manifest error; provided , that failure to make any such recordation, or any error in such recordation, shall not affect any Lender’s Revolving Commitments or Borrower’s Obligations in respect of any Loan.  Borrower hereby designates Administrative Agent to serve as Borrower’s agent solely for purposes of maintaining the Register as provided in this Section 2.8, and Borrower hereby agrees that, to the extent Administrative Agent serves in such capacity, Administrative Agent and its officers, directors, employees, agents, sub-agents and affiliates shall constitute “ Indemnitees. ”

(c)                       Notes .  If so requested by any Lender by written notice to Borrower (with a copy to Administrative Agent) at least two Business Days prior to the Effective Date, or at any time thereafter, Borrower shall execute and deliver to such Lender (and/or, if applicable and if so specified in such notice, to any Person who is an assignee of such Lender pursuant to Section 10.6) on the Effective Date (or, if such notice is delivered after the Effective Date, promptly after receipt by Borrower of such notice) a Note or Notes to evidence such Lender’s Term Loan, Revolving Loan or Swing Line Loan, as the case may be.

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2.9.                             Interest on Loans .

(a)                      Except as otherwise set forth herein, each Class of Loan shall bear interest on the unpaid principal amount thereof from the date made through repayment (whether by acceleration or otherwise) thereof as follows:

(i)                                      in the case of Revolving Loans:

(1) that are denominated in Dollars:

a.               if a Base Rate Loan, at the Base Rate plus the Applicable Margin; or

b.               if a Eurodollar Rate Loan, at the Adjusted Eurodollar Rate plus the Applicable Margin;

(2) that are denominated in Canadian Dollars, at the Canadian Prime Rate plus the Applicable Margin; or

(ii)                                   in the case of Swing Line Loans:

(1) that are denominated in Dollars, at the Base Rate plus the Applicable Margin; or

(2) that are denominated in Canadian Dollars, at the Canadian Prime Rate plus the Applicable Margin; and

(iii)                                in the case of Term Loans:

(1) if a Base Rate Loan, at the Base Rate plus the Applicable Margin; or

(2) if a Eurodollar Rate Loan, at the Adjusted Eurodollar Rate plus the Applicable Margin.

(b)                      The basis for determining the rate of interest with respect to any Loan (except a Swing Line Loan denominated in (i) Dollars which can be made and maintained as a Base Rate Loan only or (ii) Canadian Dollars which can be made and maintained as a Canadian Prime Rate Loan only), and the Interest Period with respect to any Eurodollar Rate Loan, shall be selected by Borrower and notified to Administrative Agent and Lenders pursuant to the applicable Funding Notice or Conversion/Continuation Notice, as the case may be.

(c)                       In connection with Eurodollar Rate Loans there shall be no more than five (5) Interest Periods outstanding at any time.  In the event Borrower fails to specify between a Base Rate Loan or a Eurodollar Rate Loan in the applicable Funding Notice or Conversion/Continuation Notice, such Loan (if outstanding as a Eurodollar Rate Loan) will be automatically converted into a Base Rate Loan on the last day of the then current Interest Period for such Loan (or if outstanding as a Base Rate Loan will remain as, or (if not then outstanding)

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will be made as, a Base Rate Loan).  Loans denominated in Canadian Dollars may only be made and continued as Canadian Prime Rate Loans.  In the event Borrower fails to specify an Interest Period for any Eurodollar Rate Loan in the applicable Funding Notice or Conversion/Continuation Notice, Borrower shall be deemed to have selected an Interest Period of one month.  As soon as practicable after 10:00 a.m. (New York City time) on each Interest Rate Determination Date, Administrative Agent shall determine (which determination shall, absent manifest error, be final, conclusive and binding upon all parties) the interest rate that shall apply to the Eurodollar Rate Loans for which an interest rate is then being determined for the applicable Interest Period and shall promptly give notice thereof (in writing or by telephone confirmed in writing) to Borrower and each Lender.

(d)                      Interest payable pursuant to Section 2.9(a) shall be computed (i) in the case of Base Rate Loans and Canadian Prime Rate Loans on the basis of a 365 or 366 day year, as the case may be, and (ii) in the case of Eurodollar Rate Loans, on the basis of a 360 day year, in each case for the actual number of days elapsed in the period during which it accrues.  In computing interest on any Loan, the date of the making of such Loan or the first day of an Interest Period applicable to such Loan or, with respect to a Term Loan, the last Interest Payment Date with respect to such Term Loan or, with respect to a Base Rate Loan  being converted from a Eurodollar Rate Loan, the date of conversion of such Eurodollar Rate Loan to such Base Rate Loan shall be included, and the date of payment of such Loan or the expiration date of an Interest Period applicable to such Loan or, with respect to a Base Rate Loan being converted to a Eurodollar Rate Loan, the date of conversion of such Base Rate Loan to such Eurodollar Rate Loan, shall be excluded; provided , if a Loan is repaid on the same day on which it is made, one day’s interest shall be paid on that Loan.

(e)                       Except as otherwise set forth herein, interest on each Loan (i) shall accrue on a daily basis and shall be payable in arrears on each Interest Payment Date with respect to interest accrued on and to each such payment date; (ii) shall accrue on a daily basis and shall be payable in arrears upon any prepayment of that Loan, whether voluntary or mandatory, to the extent accrued on the amount being prepaid; and (iii) shall accrue on a daily basis and shall be payable in arrears at maturity of the Loans, including final maturity of the Loans; provided , however , with respect to any voluntary prepayment of a Base Rate Loan or a Canadian Prime Rate Loan, accrued interest shall instead be payable on the applicable Interest Payment Date.

(f)                        Borrower agrees to pay to each L/C Issuer, with respect to drawings honored under any Letter of Credit, interest on the amount paid by such L/C Issuer in respect of each such honored drawing from the date such drawing is honored to but excluding the date such amount is reimbursed by or on behalf of Borrower at a rate equal to (i) for the period from the date such drawing is honored to but excluding the date that is one Business Day immediately following the date on which such drawing is honored, the rate of interest otherwise payable hereunder with respect to Revolving Loans that are Base Rate Loans, to the extent drawings are in Dollars, and that are Canadian Prime Rate Loans to the extent drawings are in Canadian Dollars, and (ii) thereafter, a rate which is 2% per annum in excess of the rate of interest otherwise payable hereunder with respect to Revolving Loans that are Base Rate Loans or Canadian Prime Rate Loans, as applicable.

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(g)                       Interest payable pursuant to Section 2.9(f) shall be computed on the basis of a 365/366 day year for the actual number of days elapsed in the period during which it accrues, and shall be payable on demand or, if no demand is made, on the date on which the related drawing under a Letter of Credit is reimbursed in full.  Promptly upon receipt by any L/C Issuer of any payment of interest pursuant to Section 2.9(f), such L/C Issuer shall distribute to each Lender, out of the interest received by such L/C Issuer in respect of the period from the date such drawing is honored to but excluding the date on which such L/C Issuer is reimbursed for the amount of such drawing (including any such reimbursement out of the proceeds of any Revolving Loans), the amount that such Lender would have been entitled to receive in respect of the letter of credit fee that would have been payable in respect of such Letter of Credit for such period if no drawing had been honored under such Letter of Credit.  In the event any L/C Issuer shall have been reimbursed by Lenders for all or any portion of such honored drawing, such L/C Issuer shall distribute to each Lender which has paid all amounts payable by it under Section 2.3(c) with respect to such honored drawing such Lender’s Pro Rata Share of any interest received by such L/C Issuer in respect of that portion of such honored drawing so reimbursed by Lenders for the period from the date on which such L/C Issuer was so reimbursed by Lenders to but excluding the date on which such portion of such honored drawing is reimbursed by Borrower.

(h)                      For purposes of disclosure pursuant to the Interest Act (Canada), the annual rates of interest or fees to which the rates of interest or fees provided in this Agreement and the other Credit Documents (and stated herein or therein, as applicable, to be computed on the basis of a 360-day ear or any other period of time less than a calendar year) are equivalent are the rates so determined multiplied by the actual number of days in the applicable calendar year and divided by 360 or such other period of time, respectively.

2.10.                      Conversion/Continuation .

(a)                      Subject to Section 2.19 and so long as no Default or Event of Default shall have occurred and then be continuing.

(i)                                      Borrower shall have the option to convert at any time all or any part of any Revolving Loans, equal to $5,000,000 or C$5,000,000 (as applicable) and integral multiples of $1,000,000 or C$1,000,000 (as applicable) in excess of that amount from one Type of Loan to another Type of Loan; provided , a Eurodollar Rate Loan may only be converted on the expiration of the Interest Period applicable to such Eurodollar Rate Loan if Borrower shall pay all amounts due under Section 2.19 in connection with any such conversion; or

(ii)                                   Borrower shall have the option to convert at any time all or any part of any Term Loan, equal to $5,000,000 and integral multiples of $1,000,000 in excess of that amount from one Type of Loan to another Type of Loan; provided , a Eurodollar Rate Loan may only be converted on the expiration of the Interest Period applicable to such Eurodollar Rate Loan if Borrower shall pay all amounts due under Section 2.19 in connection with any such conversion; or

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(iii)                                in the case of Eurodollar Rate Loans denominated in Dollars, Borrower shall have the option upon the expiration of any Interest Period applicable to any Eurodollar Rate Loan, to continue all or any portion of such Loan equal to $5,000,000 and integral multiples of $1,000,000 in excess of that amount as a Eurodollar Rate Loan.

(b)                      Subject to Section 3.3(b), Borrower shall deliver a Conversion/Continuation Notice to Administrative Agent no later than 10:00 a.m. (New York City time) at least one Business Day in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan) and at least three Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan).  Except as otherwise provided herein, a Conversion/Continuation Notice for conversion to, or continuation of, any Eurodollar Rate Loans shall be irrevocable on and after the related Interest Rate Determination Date, and Borrower shall be bound to effect a conversion or continuation in accordance therewith.  If on any day a Loan is outstanding with respect to which a Funding Notice or Conversion/Continuation Notice has not been delivered to Administrative Agent in accordance with the terms hereof specifying the applicable basis for determining the rate of interest, then for that day such Loan shall be a Base Rate Loan if such Loan is denominated in Dollars or a Canadian Prime Rate Loan if such Loan is denominated in Canadian Dollars.

2.11.                      Default Interest .  Upon the occurrence and during the continuance of an Event of Default, the principal amount of all Loans outstanding and, to the extent permitted by applicable law, any interest payments on the Loans or any fees or other amounts owed hereunder (including without limitation, Letter of Credit Fees (“ Letter of Credit Fees Default Rate ”)), shall thereafter bear interest (including post-petition interest in any proceeding under Debtor Relief Laws) payable on demand at a rate that is 2% per annum in excess of the interest rate otherwise payable hereunder with respect to the applicable Loans (or, in the case of any such fees and other amounts, at a rate which is 2% per annum in excess of the interest rate otherwise payable hereunder for Base Rate Loans that are Revolving Loans); provided , in the case of Eurodollar Rate Loans denominated in Dollars, upon the expiration of the Interest Period in effect at the time any such increase in interest rate is effective such Eurodollar Rate Loans shall thereupon become Base Rate Loans and shall thereafter bear interest payable upon demand at a rate which is 2% per annum in excess of the interest rate otherwise payable hereunder for Base Rate Loans.  Payment or acceptance of the increased rates of interest provided for in this Section 2.11 is not a permitted alternative to timely payment and shall not constitute a waiver of any Event of Default or otherwise prejudice or limit any rights or remedies of Administrative Agent or any Lender.

2.12.                      Fees .  In addition to certain fees described in subsections (h) and (i) of Section 2.3:

(a)                      Borrower agrees to pay to Lenders having Revolving Exposure commitment fees equal to 0.75% multiplied by the average of the daily difference between (A) the Revolving Commitments and (B) the aggregate principal amount of (x) all outstanding Revolving Loans excluding all Outstanding Swing Line Loans, plus (y) the Outstanding Amount of L/C Obligations.