at_EX10_40


		
			Exhibit 10.40
		

		
			 
		

		
			Execution Version
		

		
			 
		

		
			SECOND AMENDMENT
		

		
			TO CREDIT AND GUARANTY AGREEMENT
		

		
			 
		

		
			THIS SECOND AMENDMENT TO CREDIT AND GUARANTY AGREEMENT (this “Amendment”) is dated as of October 18, 2017 and 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”), GOLDMAN SACHS LENDING PARTNERS LLC (“Goldman Sachs”), as Administrative Agent (“Administrative Agent”), acting with the consent of the Requisite Lenders and, for purposes of Section VIII hereof, the GUARANTORS listed on the signature pages hereto, and is made with reference to that certain CREDIT AND GUARANTY AGREEMENT dated as of April 13, 2016, as amended by that certain First Amendment to Credit and Guaranty Agreement, dated as of April 17, 2017 (and as further amended through the date hereof, the “Credit Agreement”) by and among the Borrower, by its General Partner, the Sponsor and the subsidiaries of the Borrower named therein, as Guarantors, the Lenders and L/C Issuers party thereto from time to time, the Administrative Agent and the Collateral Agent. Capitalized terms used herein without definition shall have the same meanings herein as set forth in the Credit Agreement after giving effect to this Amendment.
		

		
			 
		

		
			RECITALS
		

		
			 
		

		
			WHEREAS, the Credit Parties have requested that the Requisite Lenders agree to amend certain provisions of the Credit Agreement as provided for herein;
		

		
			 
		

		
			WHEREAS, subject to the conditions set forth herein, each Lender that has delivered their counterpart signature of this Amendment to the Administrative Agent in accordance with instructions given to the Lenders for delivery of such signatures hereby agrees to such amendment relating to the Credit Agreement as hereinafter set forth;
		

		
			 
		

		
			WHEREAS, each Term Loan Lender under the Credit Agreement immediately prior to the Second Amendment Effective Date (collectively, the “Existing Term Loan Lenders”) that executes and delivers a consent to this Amendment in the form of the “Term Loan Lender Consent” attached hereto as Annex I (a “Term Loan Lender Consent”) and selects Option A thereunder (the “Continuing Term Loan Lenders”) hereby agrees to the terms and conditions  of this Amendment;
		

		
			 
		

		
			WHEREAS, each Existing Term Loan Lender that executes and delivers a Term Loan Lender Consent and selects Option B thereunder (the “Cash Roll Term Loan Lenders” and, together with the Continuing Term Loan Lenders, the “Consenting Term Loan Lenders”) hereby agrees to the terms and conditions of this Amendment and agrees that it shall execute, or shall be deemed to have executed, a counterpart of the Master Assignment and Assumption Agreement substantially in the form attached hereto as Annex III (a “Master Assignment”) and shall in accordance therewith sell all of its existing Term Loans as specified in the applicable Master Assignment and commits to repurchase a like amount of the repriced Term Loans via
		

		
			
		

		
			


		 


		

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			assignment post-closing, as further set forth in this Amendment;
		

		
			 
		

		
			WHEREAS, each Existing Term Loan Lender that fails to execute and return a Term Loan Lender Consent by 12:00 p.m. (New York City time), on October 6, 2017 (the “Consent Deadline”) (each, a “Non-Consenting Term Loan Lender”) shall, in accordance with   Section 2.24 of the Credit Agreement, assign and delegate, without recourse (in accordance with  Section 10.6 of the Credit Agreement), all of its interests, rights and obligations under the Credit Agreement and the related Credit Documents in respect of its existing Term Loans to an assignee that shall assume such obligations as specified in the applicable Master Assignment and Assumption Agreement substantially in the form attached hereto as Annex III (a “Master Assignment”), as further set forth in this Amendment;
		

		
			 
		

		
			WHEREAS, each Revolving Lender holding Revolving Loans immediately prior to the Second Amendment Effective Date (the “Existing Revolving Loans”) or unused Revolving Commitments immediately prior to the Second Amendment Effective Date (the “Existing Revolving Commitments” and, such Revolving Lenders holding such Existing Revolving  Loans or Existing Revolving Commitments, the “Existing Revolving Lenders” and, together with the Existing Term Loan Lenders, the “Existing Lenders”) that executes and delivers a consent to this Amendment in the form of the “Revolving Lender Consent” attached hereto as Annex II (a “Revolving Lender Consent”, and the Revolving Lender Consents together with the Term Loan Lender Consents, the “Lender Consents”) (collectively, the “Consenting Revolving Lenders” and, together with the Consenting Term Loan Lenders, the “Consenting Lenders”) will, by the fact of such execution and delivery, be deemed to have consented to the terms of this Amendment;
		

		
			 
		

		
			WHEREAS, each Existing Revolving Lender that fails to execute and return a  Revolving Lender Consent by the Consent Deadline (each, a “Non-Consenting Revolving Lender”) shall, in accordance with Section 2.24 of the Credit Agreement, assign and delegate, without recourse (in accordance with Section 10.6 of the Credit Agreement), all of its interests, rights and obligations under the Credit Agreement and the related Credit Documents in respect of its Existing Revolving Loans and Existing Revolving Commitments to an assignee that shall assume such obligations as specified in the applicable Master Assignment, as further set forth in this Amendment; and
		

		
			 
		

		
			WHEREAS, each Credit Party party hereto (collectively, the “Reaffirming Parties”,  and each, a “Reaffirming Party”) expects to realize substantial direct and indirect benefits as a result of this Amendment becoming effective and the consummation of the transactions contemplated hereby and agrees to reaffirm its obligations pursuant to the Credit Agreement, the Collateral Documents, and the other Credit Documents to which it is a party.
		

		
			 
		

		
			NOW, THEREFORE, in consideration of the premises and the agreements, provisions and covenants herein contained, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
		

		
			 
		

		
			SECTION I.    AMENDMENTS TO CREDIT AGREEMENT.
		

		
			 
		

		
			1.1        Amendments to Section 1: Definitions.
		

		
			 
		

		
			
		

		
			


		 


		

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			A.     Section 1.1 of the Credit Agreement is hereby amended by adding the following definitions in proper alphabetical sequence:
		

		
			 
		

		
			“Second Amendment” means that certain Second  Amendment Agreement to Credit and Guaranty Agreement dated as of October 18, 2017 among the Borrower, by its General Partner, the Administrative Agent, the Lenders and the Guarantors listed on the signature pages thereto.
		

		
			 
		

		
			“Second Amendment Effective Date” means the date of satisfaction of the conditions referred to in Section III of the Second Amendment.
		

		
			 
		

		
			“Extension Amendment Effective Date” means the date of satisfaction of the conditions referred to in Section IV of the Second Amendment.
		

		
			 
		

		
			B.     Section 1.1 of the Credit Agreement is hereby amended by amending and restating the definition of “Applicable Margin” as follows:
		

		
			 
		

		
			“Applicable Margin” means (a) prior to the Second Amendment  Effective Date, (1) with respect to Revolving Loans that are Eurodollar Rate Loans and Letter of Credit Fees, 4.25% per annum and with respect to Revolving Loans that are Base Rate Loans or Canadian Prime Rate Loans, 3.25% per annum and (2) with respect to Term Loans that are Eurodollar Rate Loans, 4.25% per annum and with respect to Term Loans that are Base Rate Loans, 3.25% per annum, and (b) from and after the Second Amendment Effective Date, (1) with respect to Revolving Loans that are Eurodollar Rate Loans and Letter of Credit Fees, 3.50% per annum and with respect to Revolving Loans that are Base Rate Loans or Canadian Prime Rate Loans, 2.50% per annum and (2) with respect to Term Loans that are Eurodollar Rate Loans, 3.50% per annum and with respect to Term Loans that are Base Rate Loans, 2.50% per annum.
		

		
			 
		

		
			C.     Section 1.1 of the Credit Agreement is hereby amended by amending and restating the definition of “Revolving Commitment Termination Date” as follows (such amendment the “Extension Amendment”):
		

		
			 
		

		
			“Revolving Commitment Termination Date” means, (A) prior to the Extension Amendment Effective Date, the earlier of (i) the fifth anniversary of the Effective Date, as extended pursuant to Section 2.25, if applicable; (ii) the date the Revolving Commitments are permanently reduced to zero pursuant to Section 2.14(b) or 2.15; and (iii) the date of the termination of the Revolving Commitments pursuant to Section 8.1, and (B) upon and after the Extension Amendment Effective Date, the earlier of (i) the sixth anniversary of the Effective Date, as extended pursuant to Section 2.25, if applicable; (ii) the date the Revolving Commitments are permanently reduced to zero pursuant to  Section 2.14(b) or 2.15; and (iii) the date of the termination of the Revolving Commitments pursuant to Section 8.1.
		

		
			
		

		
			


		 


		

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			1.2        Amendments to Section 2.14.
		

		
			 
		

		
			Section 2.14(c) of the Credit Agreement is hereby amended by replacing the phrase “the date that is six (6) months after the First Amendment Effective Date (provided that the reduction in the interest rate as implemented by the First Amendment shall not be considered a Repricing Transaction)” therein with the phrase “the date that is six (6) months after the Second Amendment Effective Date (provided that the reduction in the interest rate as implemented by  the Second Amendment shall not be considered a Repricing Transaction)” in each of such places it appears in such Section (such amendment, along with the Amendments in Sections 1.1(A) and Sections 1.1(B) above, the “Repricing Amendments”).
		

		
			 
		

		
			SECTION II.      CONTINUATION OF EXISTING LOANS; NON-CONSENTING LENDERS; OTHER TERMS AND AGREEMENTS.
		

		
			 
		

		
			2.1        Continuing Lenders. Each Existing Term Loan Lender selecting Option A on  the Term Loan Lender Consent hereby consents and agrees to this Amendment. Each Existing Revolving Lender executing and delivering a Revolving Lender Consent hereby consents and agrees to this Amendment.
		

		
			 
		

		
			2.2        Cash Roll Term Loan Lenders. Each Existing Term Loan Lender hereto selecting Option B on the Term Loan Lender Consent hereby consents and agrees (subject to the effectiveness of the assignment referred to in the following clause (ii)) to (i) this Amendment, (ii) sell the entire principal amount of its existing Term Loans via an assignment on the Second Amendment Effective Date pursuant to a Master Assignment and (iii) commit to repurchase a like amount of the repriced Term Loans via an assignment after the Second Amendment Effective Date. By executing a Term Loan Lender Consent and selecting Option B, each Cash Roll Term Loan Lender shall be deemed to have executed a counterpart to the applicable Master Assignment to give effect, solely upon the consent and acceptance by the Replacement Lender,  to the assignment described in clause (ii) of the immediately preceding sentence.
		

		
			 
		

		
			2.3        Non-Consenting Term Loan Lenders. The Borrower hereby gives notice to each Non-Consenting Term Loan Lender that, upon receipt of Lender Consents from the  Existing Lenders constituting the Requisite Lenders and Lenders holding more than 50% of the aggregate outstanding principal amount of the Term Loans immediately prior to the Second Amendment Effective Date, if such Non-Consenting Term Loan Lender has not executed and delivered a Term Loan Lender Consent on or prior to the Consent Deadline, such Non- Consenting Term Loan Lender shall, pursuant to Section 2.24 of the Credit Agreement, execute within one (1) Business Day after the Second Amendment Effective Date or be deemed to have executed a counterpart of the applicable Master Assignment and shall in accordance therewith sell its Existing Terms Loans as specified in the Master Assignment. Pursuant to the Master Assignment, each Non-Consenting Term Loan Lender shall sell and assign the principal amount of its Existing Term Loans as set forth in Schedule I to the Master Assignment, as such Schedule is completed by the Administrative Agent on or prior to the Second Amendment Effective Date, to Goldman Sachs, as assignee (in such capacity the “Replacement Lender”) under such Master Assignment, solely upon the consent and acceptance by the Replacement Lender. The Replacement Lender shall be deemed to have consented to this Amendment with respect to such purchased Term Loans at the time of such assignment.
		

		
			
		

		
			


		 


		

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			2.4        Non-Consenting Revolving Lenders. The Borrower hereby gives notice to each Non-Consenting Revolving Lender that, upon receipt of Lender Consents from the Existing Lenders constituting the Requisite Lenders and Lenders holding more than 50% of the aggregate amount of the Revolving Commitments immediately prior to the Second Amendment Effective Date, if such Non-Consenting Revolving Lender has not executed and delivered a Revolving Lender Consent on or prior to the Consent Deadline, such Non-Consenting Revolving Lender shall, pursuant to Section 2.24 of the Credit Agreement, execute within one (1) Business Day after the Second Amendment Effective Date or be deemed to have executed a counterpart of the applicable Master Assignment and shall in accordance therewith sell its Existing Revolving Loans and Existing Revolving Commitments as specified in the Master Assignment. Pursuant to the Master Assignment, each Non-Consenting Revolving Lender shall sell and assign the principal amount of its Existing Revolving Loans and Existing Revolving Commitments as set forth in Schedule I to the Master Assignment, as such Schedule is completed by the Administrative Agent on or prior to the Second Amendment Effective Date, to the Replacement Lender under such Master Assignment, solely upon the consent and acceptance by the Replacement Lender. The Replacement Lender shall be deemed to have consented to this Amendment with respect to such purchased Revolving Loans and Revolving Commitments at  the time of such assignment.
		

		
			 
		

		
			SECTION III.     CONDITIONS TO EFFECTIVENESS.
		

		
			 
		

		
			The Repricing Amendments shall become effective as of the date hereof only upon the satisfaction of all of the following conditions precedent (the date of satisfaction of such conditions being referred to herein as the “Second Amendment Effective Date”):
		

		
			 
		

		
			A.      Execution. Administrative Agent shall have received a counterpart signature page of this Amendment duly executed by (i) each of the Credit Parties and the General Partner and (ii) the Lenders under the Credit Agreement consisting of at least the Requisite Lenders.
		

		
			 
		

		
			B.      Fees; Interest.
		

		
			 
		

		
			(a)       The Administrative Agent shall have received (i) all fees, costs, expenses and other amounts due and payable on or prior to the Second Amendment Effective Date, including, to the extent invoiced, reimbursement or other payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder or any other  Credit Document and (ii) for the account of each Lender, all interest accrued but unpaid on all existing Loans through the Second Amendment Effective Date.
		

		
			 
		

		
			(b)       The Arrangers, as Repricing Arrangers (as defined below), shall have each received all fees due and payable under that certain engagement letter, dated as  of October 2, 2017, by and among the Sponsor and the Arrangers (the “Second  Amendment Engagement Letter”), and the fee letters between the Sponsor and each Arranger, dated as of October 2, 2017, respectively.
		

		
			 
		

		
			C.      Legal Opinions. The Administrative Agent shall have received a favorable opinion of (a) Norton Rose Fulbright US LLP, New York, Delaware and California special counsel to the Credit Parties and (b) Goodmans LLP, Burnet, Duckworth & Palmer LLP and MLT Atkins LLP,
		

		
			
		

		
			


		 


		

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			local Canadian counsel to the Credit Parties, in each case in form and substance satisfactory to the Administrative Agent.
		

		
			 
		

		
			D.      Second Amendment Effective Date Certificate. The Administrative Agent shall have received a certificate signed by a Responsible Officer of the Borrower as to the matters set forth in paragraphs (F) and (G) of this Section III.
		

		
			 
		

		
			E.      Organizational Documents; Incumbency. The Administrative Agent shall have received, in respect of each Credit Party and the General Partner, a certificate dated as of the Second Amendment Effective Date of the secretary or an assistant secretary or director (or such other officer reasonably acceptable to the Administrative Agent) of such party, in form and substance reasonably satisfactory to the Administrative Agent, certifying (i) that either (A) attached thereto is a true and complete and up to date copy of the Organizational Documents including any certificate on change of name and all amendments thereto of such Credit Party or the General Partner, as applicable, certified as of a recent date by the Secretary of State (or comparable Governmental Authority) of its jurisdiction of organization (where applicable), and that the same has not been amended since the date of such certification or (B) the Organizational Documents of such Credit Party or the General Partner, as applicable, delivered on the Effective Date to the Administrative Agent have not been amended and are in full force and effect; (ii) that either (A) attached thereto is a true and complete copy of the bylaws or comparable governing documents of such Credit Party or the General Partner, as applicable, as then in effect and as in effect at all times without amendment of supersession from the date on which the resolutions referred to in clause (iii) below were adopted to and including the date of such certificate or (B) that the bylaws or comparable governing documents of such Credit Party or the General Partner, as applicable, delivered on the Effective Date to the Administrative Agent have not been amended and are in full force and effect; (iii) that attached thereto is a true and complete copy of resolutions of the board of directors or similar governing body of such Credit Party (or, in the case of a limited partnership, of the general partner, acting on behalf of such limited partnership) and the General Partner, acting in its own capacity, approving and, to the extent required in any jurisdiction, resolutions of the meeting of shareholders of a Credit Party (or, in the case of a limited partnership, of the general partner, acting on behalf of such limited partnership) and the General Partner, acting in its own capacity, in each case, authorizing the execution, delivery and performance of this Amendment and any related Credit Documents to which it is a party which are in full force and effect without amendment or supersession as of the date of the certificate; (iv) a good standing certificate (to the extent such concept is known in the relevant jurisdiction) from the applicable Governmental Authority of such Credit Party’s or the General Partner’s, as applicable, jurisdiction of incorporation, organization or formation dated the Second Amendment Effective Date or a recent date prior thereto; and (v) as to the incumbency and genuineness of the signature of each officer, director or other comparable authorized manager or attorney of such Credit Party or the General Partner, as applicable, executing this Amendment or any of such  other Credit Documents, and attaching all such copies of the documents described above.
		

		
			 
		

		
			F.      No Default. No Default or Event of Default has occurred and is continuing both before and immediately after giving effect to the transactions contemplated hereby.
		

		
			 
		

		
			G.      Representations and Warranties. The representations and warranties of the Borrower and each of the Guarantors set forth in Section V of this Amendment are true and correct.
		

		
			
		

		
			


		 


		

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			H.      Master Assignment. The Replacement Lender shall have executed and delivered the Master Assignment contemplated by Section II above and all conditions to the consummation of the assignments in accordance with Section II above shall have been satisfied and such assignments shall have been consummated.
		

		
			 
		

		
			I.       Non-Consenting Lenders. The Borrower shall  have, substantially concurrently  with the effectiveness of this Amendment, paid to all Non-Consenting Term Loan Lenders and Non-Consenting Revolving Lenders all indemnities, fees, cost reimbursements and other Obligations (other than interest payable under Section III.B. above and principal and all other amounts paid to such Non-Consenting Term Loan Lender or Non-Consenting Revolving Lender under Section II above), if any, then due and owing to such Non-Consenting Term Loan Lenders and Non-Consenting Revolving Lenders under the Credit Agreement and the other Credit Documents (immediately prior to the Second Amendment Effective Date).
		

		
			 
		

		
			J.      Necessary Consents. Each Credit Party shall have obtained all material consents necessary or advisable in connection with the transactions contemplated by this Amendment.
		

		
			 
		

		
			SECTION IV.     CONDITIONS TO EXTENSION AMENDMENT EFFECTIVENESS
		

		
			 
		

		
			The Extension Amendment shall become effective only upon the satisfaction of all of the following conditions precedent (the date of satisfaction of such conditions being referred to herein as the “Extension Amendment Effective Date”):
		

		
			 
		

		
			A.  Fees. Each Consenting Revolving Lender shall have received a fee in an amount equal to 0.125% of such Consenting Revolving Lender’s Revolving Exposure that such Consenting Revolving Lender has agreed to extend.
		

		
			 
		

		
			B.  Revolving Lender Consent. Each of those certain Revolving Lenders specifically identified to the Administrative Agent and the Borrower prior to the date hereof shall have confirmed in writing satisfactory to the Administrative Agent that it consents to the Extension Amendment.
		

		
			 
		

		
			C.  No Default. No Default or Event of Default has occurred and is continuing both before and immediately after giving effect to the transactions contemplated by the Extension Amendment.
		

		
			 
		

		
			D.  Representations and Warranties. The representations and warranties of the Borrower and each of the Guarantors set forth in Section V of this Amendment are true and correct.
		

		
			 
		

		
			E.  Extension Amendment Effective Date Certificate. The Administrative Agent shall have received a certificate signed by a Responsible Officer of the Borrower as to the matters set forth in paragraphs (C) and (D) of this Section IV.
		

		
			
		

		
			


		 


		

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			SECTION V.     REPRESENTATIONS AND WARRANTIES.
		

		
			 
		

		
			In order to induce the other parties hereto to enter into this Amendment and to amend the Credit Agreement in the manner provided herein, each Credit Party represents and warrants to each of the Lenders and the Administrative Agent that, as of the Second Amendment Effective Date and Extension Amendment Effective Date, as applicable):
		

		
			 
		

		
			A.      Corporate Power and Authority. Each Credit Party, which is party hereto, has all requisite power and authority to enter into this Amendment and to carry out the transactions contemplated by, and perform its obligations under, the Credit Agreement as amended by this Amendment (the “Amended Agreement”) and the other Credit Documents.
		

		
			 
		

		
			B.      Authorization of Agreements. The execution and delivery of this Amendment and the performance of the Amended Agreement and the other Credit Documents have been duly authorized by all necessary action on the part of each Credit Party.
		

		
			 
		

		
			C.      No Conflict. The execution and delivery by each Credit Party of this Amendment and the performance by each Credit Party of the Amended Agreement and the other Credit Documents do not and will not (i) violate (A) any provision of any law, statute, rule or  regulation, or of the certificate or articles of incorporation or partnership agreement, other constitutive documents or by-laws of Holdings, the Borrower or any Credit Party or (B) any applicable order of any court or any rule, regulation or order of any Governmental Authority, (ii) be in conflict with, result in a breach of or constitute (alone or with notice or lapse of time or both) a default under any Contractual Obligation of the applicable Credit Party, where any such conflict, violation, breach or default referred to in clause (i) or (ii) of this Section V.C., individually or in the aggregate could reasonably be expected to have a Material Adverse  Effect, (iii) except as permitted under the Amended Agreement, result in or require the creation or imposition of any Lien upon any of the properties or assets of each Credit Party (other than any Liens created under any of the Credit Documents in favor of Administrative Agent on behalf of Lenders), or (iv) require any approval of stockholders or partners or any approval or consent of any Person under any Contractual Obligation of each Credit Party, except for such approvals or consents which will be obtained on or before the Second Amendment Effective Date and except for any such approvals or consents the failure of which to obtain will not have a Material Adverse Effect.
		

		
			 
		

		
			D.      Governmental Consents. No action, consent or approval of, registration or filing with or any other action by any Governmental Authority is or will be required in connection with the execution and delivery by each Credit Party of this Amendment and the performance by the Borrower and Holdings of the Amended Agreement and the other Credit Documents, except for such actions, consents and approvals the failure to obtain or make which could not reasonably be expected to result in a Material Adverse Effect or which have been obtained and are in full force and effect.
		

		
			 
		

		
			E.      Binding Obligation. This Amendment and the Amended Agreement have been  duly executed and delivered by each of the Credit Parties party thereto and each constitutes a legal, valid and binding obligation of such Credit Party to the extent a party thereto, enforceable against such Credit Party in accordance with its terms, except as enforceability may be limited by
		

		
			
		

		
			


		 


		

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			bankruptcy, insolvency, moratorium, reorganization or other similar laws affecting creditors’ rights generally and except as enforceability may be limited by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).
		

		
			 
		

		
			F.      Incorporation of Representations and Warranties from Credit Agreement. The representations and warranties (a) contained in Section 4 of the Amended Agreement (other than Section 4.24) are and will be true and correct in all material respects on and as of the Second Amendment Effective Date and the Extension Amendment Effective Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case they were true and correct in all material respects on and as of such earlier date and (b) contained in Section 4.24 of the Amended Agreement are and will be true and correct in all material respects on and as of the Second Amendment Effective Date and the Extension Amendment Effective Date to the same extent as though made on and as of that date, except to the extent such representations and warranties (x) specifically relate to an earlier date, in which case they were true and correct in all material respects on and as of such earlier date, or (y) have been updated, modified, supplemented or otherwise superseded by information contained in the most recent Form 10-K and Form 10-Q  and any Form 8-K (to the extent such Form 8-K was filed on or after the date of the most recent Form 10-Q) filed by the Sponsor with the Securities and Exchange Commission, in which case they were true and correct in all material respects on and as of the date of the most recent Form 10-K and Form 10-Q and any such Form 8-K and will be true and correct in all material respects on and as of the Second Amendment Effective Date and the Extension Amendment Effective Date to the same extent as though made on and as of that date; provided that, in each case, such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof.
		

		
			 
		

		
			G.      Absence of Default. No event has occurred and is continuing or will result from  the consummation of the transactions contemplated by this Amendment that would constitute an Event of Default or a Default.
		

		
			 
		

		
			SECTION VI.      BORROWER’S CONSENT.
		

		
			 
		

		
			For purposes of Section 10.6 of the Credit Agreement, the Borrower hereby consents to any assignee of the Replacement Lender or any of its respective Affiliates (in each case otherwise being an Eligible Assignee) becoming a Term Loan Lender and/or Revolving Lender, as applicable, in connection with the syndication of the Term Loans and Revolving Commitments acquired by the Replacement Lender pursuant to Section II hereof.
		

		
			 
		

		
			SECTION VII.      REPRICING ARRANGERS.
		

		
			 
		

		
			The Credit Parties and the Lenders party hereto agree that (a) the Arrangers, in their respective capacity as joint lead arranger with respect to this Amendment (collectively, the “Repricing Arrangers”), shall be entitled to the privileges, indemnification, immunities and other benefits afforded to the Arrangers under the Amended Agreement and (b) except as otherwise agreed to in writing by the Borrower, the General Partner and the Repricing Arrangers, the Repricing Arrangers  shall  have  no duties,  responsibilities or liabilities  with  respect  to this
		

		
			
		

		
			


		 


		

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			Amendment, the Amended Agreement or any other Credit Document.
		

		
			 
		

		
			SECTION VIII.     INDEMNIFICATION.
		

		
			 
		

		
			Each Credit Party hereby confirms that the indemnification provisions set forth in Section 10.3 of the Amended Agreement shall apply to this Amendment and the transactions contemplated hereby.
		

		
			 
		

		
			SECTION IX.       REAFFIRMATION.
		

		
			 
		

		
			Each of the Reaffirming Parties, as party to the Credit Agreement and certain of the Collateral Documents and the other Credit Documents, in each case as amended, supplemented  or otherwise modified from time to time, hereby (i) acknowledges and agrees that all of its obligations under the Credit Agreement, the Collateral Documents and the other Credit Documents to which it is a party are reaffirmed and remain in full force and effect on a continuous basis, (ii) reaffirms (A) each Lien granted by it to the Administrative Agent for the benefit of the Secured Parties and (B) any guaranties made by it pursuant to the Credit Agreement, (iii) acknowledges and agrees that the grants of security interests by it contained in any Collateral Document to which it is a party shall remain, in full force and effect after giving effect to this Amendment, and (iv) agrees that the Obligations include, among other things and without limitation, the prompt and complete payment and performance by the Borrower when due and payable (whether at the stated maturity, by acceleration or otherwise) of principal and interest on, and premium (if any) on, the Term Loans under the Amended Agreement. Nothing contained in this Amendment shall be construed as substitution or novation of the obligations outstanding under the Credit Agreement or the other Credit Documents, which shall remain in full force and effect, except to any extent modified hereby
		

		
			 
		

		
			Each Guarantor acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Guarantor is not required by the terms of the Credit Agreement or any other Credit Document to consent to the amendments to the Credit Agreement effected pursuant to this Amendment and (ii) nothing in the Credit Agreement, this Amendment or any other Credit Document shall be deemed to require the consent of such Guarantor to any future amendments to the Credit Agreement.
		

		
			 
		

		
			SECTION X.      ADMINISTRATIVE AGENT.
		

		
			 
		

		
			The Credit Parties acknowledge and agree that Goldman Sachs, in its capacity as administrative agent under the Credit Agreement, will serve as Administrative Agent under this Amendment and under the Amended Agreement.
		

		
			 
		

		
			SECTION XI.     MISCELLANEOUS.
		

		
			 
		

		
			A.      Reference to and Effect on the Credit Agreement and the Other Credit Documents.
		

		
			 
		

		
			(i)      On and after the Second Amendment Effective Date, each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof”, “herein” or words of like import referring to the Credit Agreement, and each reference in   the
		

		
			
		

		
			


		 


		

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			other Credit Documents to the “Credit Agreement”, “thereunder”, “thereof” or words of like import referring to the Credit Agreement shall mean and be a reference to the Credit Agreement as amended by this Amendment.
		

		
			 
		

		
			(ii)       Except as specifically amended by this Amendment, the Credit Agreement and the other Credit Documents shall remain in full force and effect and are hereby ratified and confirmed.
		

		
			 
		

		
			(iii)      The execution, delivery and performance of this Amendment shall not constitute a waiver of any provision of, or operate as a waiver of any right, power or remedy of any Agent or Lender under, the Credit Agreement or any of the other Credit Documents.
		

		
			 
		

		
			(iv)      This Amendment shall be deemed to be a Credit Document as defined in the Credit Agreement.
		

		
			 
		

		
			B.      Headings.  Section and Subsection headings in this Amendment are included herein for convenience of reference only and shall not constitute a part of this Amendment for any other purpose or be given any substantive effect.
		

		
			 
		

		
			C.      Applicable Law. THIS AMENDMENT AND THE RIGHTS AND OB- LIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES THEREOF THAT WOULD RESULT IN THE APPLICATION OF ANY LAW OTHER THAN THE LAW OF THE STATE OF NEW YORK.
		

		
			 
		

		
			D.      Jurisdiction; Waiver of Jury Trial.  The provisions of Sections 10.15 and 10.16  of the Credit Agreement pertaining to consent to jurisdiction, service of process, and waiver of jury trial are hereby incorporated by reference herein, mutatis mutandis.
		

		
			 
		

		
			E.      Counterparts.  This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed an original, but all such counterparts together shall constitute but one and the same instrument; signature pages may be detached from multiple separate counterparts and attached to a single counterpart so that all signature pages are physically attached to the same document. Delivery of an executed counterpart of a signature page of this Amendment by facsimile or in electronic format (e.g., “pdf” or “tif” file format) shall be effective as delivery of  a manually executed counterpart of this Amendment.
		

		
			 
		

		
			F.      Severability.  Any term or provision of this Amendment which is invalid or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the extent of such invalidity or unenforceability without rendering invalid or unenforceable the remaining terms  and provisions of this Amendment or affecting the validity or enforceability of any of the terms or provisions of this Amendment in any other jurisdiction.  If any provision of this Amendment  is so broad as to be unenforceable, the provision shall be interpreted to be only so broad as would be enforceable.
		

		
			 
		

		
			 
		

		
			


		 


		

			11

		





 



		

		
			ANNEX III TO SECOND AMENDMENT
		

		
			 
		

		
			FORM OF MASTER ASSIGNMENT AND ASSUMPTION AGREEMENT
		

		
			 
		

		
			This Assignment and Assumption Agreement (this “Master Assignment”) is dated as of the Effective Date set forth below and is entered into by and between each Assignor identified in Section 1 below (each, an “Assignor”) and Goldman Sachs Lending Partners LLC (the “Assignee”). Capitalized terms used but not defined herein shall have the meanings given to  them in the Credit Agreement identified below (as it may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit  Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment as if set forth herein in full.
		

		
			 
		

		
			For an agreed consideration, each Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from the applicable Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below, (i) all of the applicable Assignor’s rights and obligations in its capacity as a Term Loan Lender and/or Revolving Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest of all of the applicable Assignor’s outstanding rights and obligations under the respective facilities identified opposite such Assignor’s name on Schedule I hereto (including, without limitation, any letters of credit, guaranties, and swingline loans included in such facilities), and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the applicable Assignor (in its capacity as a Term Loan Lender and/or Revolving Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by the applicable Assignor to the Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as the “Assigned Interest”). Such sale and assignment is without recourse to any Assignor and, except as expressly provided in this Assignment, without representation or warranty by any Assignor.
		

		
			 
		

		
			By purchasing the Assigned Interest, the Assignee agrees that, for purposes of that certain Second Amendment to Credit and Guaranty Agreement, dated as of October 18, 2017 (the “Second Amendment”), by and among the Borrower, by its General Partner, the Sponsor and certain subsidiaries of the Borrower, as Guarantors, the Requisite Lenders, the Replacement Lender and the Consenting Lenders referred to therein and the Administrative Agent, it shall be deemed to have consented and agreed to the Second Amendment.
		

		
			
		

		



		 


		

			ANNEX III-1

		





 


	
					
						

					
						 

					
					
						 

					
					
						 

				
	
					
						1.

					
					
						Assignor:

					
					
						Each person identified on Schedule I hereto

				
	
					
						 

					
					
						Assignee:

					
					
						GOLDMAN SACHS LENDING PARTNERS LLC

				
	
					
						3.

					
					
						Borrower:

					
					
						APLP HOLDINGS LIMITED PARTNERSHIP

				
	
					
						4.

					
					
						Administrative Agent:

					
					
						GOLDMAN  SACHS  LENDING  PARTNERS  LLC,  as  the administrative agent under the Credit Agreement

				
	
					
						5.

					
					
						Credit Agreement:

					
					
						The Credit and Guaranty Agreement, dated as of April 13, 2016, as amended by that certain First Amendment to Credit and Guaranty Agreement, dated as of April 17, 2017 (as it may be further amended, restated, extended, supplemented or otherwise modified from time to time; the terms defined therein and not otherwise defined herein being used herein as therein defined), by and among the Borrower, by its General Partner, ATLANTIC POWER GP II INC., ATLANTIC POWER CORPORATION (“Sponsor”) and certain subsidiaries of Borrower, as Guarantors, the Lenders party thereto from time to time, GOLDMAN SACHS  BANK USA and BANK OF AMERICA, N.A. (“Bank of America”),  as  L/C Issuers, GOLDMAN SACHS LENDING PARTNERS LLC (“Goldman Sachs”) and Bank of America, as Joint Syndication Agents, 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”), Goldman Sachs, MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED,  RBC CAPITAL MARKETS,  THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., a member  of MUFG, a global financial group, WELLS FARGO SECURITIES, LLC, and INDUSTRIAL AND COMMERCIAL  BANK OF CHINA  LIMITED,  NEW YORK BRANCH, in their respective capacities as Arrangers and Bookrunners.

				
	
					
						6.

					
					
						Assigned Interests:

					
					
						As indicated on Schedule I hereto.

				



		
			 
		

		
			 
		

		
			Effective Date:   October 18, 2017
		

		
			
		

		
			


		 


		

			ANNEX III-2

		





 



		

		
			ANNEX 1
		

		
			 
		

		
			STANDARD TERMS AND CONDITIONS FOR MASTER ASSIGNMENT AND ASSUMPTION AGREEMENT
		

		
			 
		

		
			1.          Representations and Warranties.
		

		
			 
		

		
			1.1        Assignor. Each Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of the Assigned Interest, (ii) the Assigned Interest is free and clear of any lien, encumbrance or other adverse claim, (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and to consummate the transactions contemplated hereby and (iv) it  is  not  a  Defaulting  Lender;  and  (b) assumes  no  responsibility with  respect to (i) any statements, warranties or representations made in or in connection with  any Credit Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Credit Agreement or any other instrument or document delivered pursuant thereto, other than this Assignment (herein collectively the “Credit Documents”), or any collateral thereunder, (iii) the financial condition of the Borrower, any of its Subsidiaries or Affiliates or any other Person obligated in respect of any Credit Document or (iv) the performance or observance by the Borrower, any of its Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Credit Document.
		

		
			 
		

		
			1.2        Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it meets all requirements of an Eligible Assignee under the Credit Agreement, (iii) from and after the Effective Date of the assignment, it shall be bound by the provisions of the Credit Agreement and, to the extent of the Assigned Interest, shall have the obligations  of a Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement, and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 5.1 thereof, as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Assignment and to purchase the Assigned Interest, (vi) it has, independently and without reliance upon Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own  credit analysis and decision to enter into this Assignment and to purchase the Assigned Interest, and (vii) attached to this Assignment is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement (in particular, as prescribed in Section 2.21(c) thereof), duly completed and executed by the Assignee; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, the Assignor or any other Lender, and based on such
		

		
			
		

		
			


		 


		

			ANNEX III-3

		





 



		

		
			documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Documents are required to be performed by it as a Lender.
		

		
			 
		

		
			2.         Payments. All payments with respect to the Assigned Interests shall be made on the Effective Date as follows:
		

		
			 
		

		
			2.1        From and after the Effective Date of the assignment, the Administrative Agent shall make all payments in respect of the Assigned Interest (including payments  of principal, interest, fees and other amounts) to the applicable Assignor for amounts which have accrued to but excluding the Effective Date of the  assignment and to the Assignee for amounts which have accrued from and after the Effective Date of the assignment. Notwithstanding the foregoing, the Administrative Agent shall make all payments of interest, fees or other amounts paid or payable in kind from and after the Effective Date of the assignment to the Assignee.
		

		
			 
		

		
			3.         General Provisions. This Assignment shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment. THIS ASSIGNMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES THEREOF THAT WOULD RESULT IN THE APPLICATION OF ANY LAW OTHER THAN THE STATE OF NEW YORK.
		

		
			 
		

		
			[Remainder of page intentionally left blank.]
		

		
			
		

		
			


		 


		

			ANNEX III-4

		





 



		

		
			SCHEDULE I TO
		

		
			MASTER ASSIGNMENT AND ASSUMPTION
		

		
			 
		

		
			Term Loans
		

		
			 
		

			
					
						Assignor

					
					
						Aggregate Amount of
Commitments/Loans for all
Lenders

					
					
						Amount of
Commitment/Loans
Assigned

					
					
						Percentage Assigned of
Commitment/Loans1

				
	
					
						[    ]

					
					
						$[   ]

					
					
						$[   ]

					
					
						[   ]%

				
	
					
						[    ]

					
					
						$[   ]

					
					
						$[   ]

					
					
						[   ]%

				



		
			 
		

		
			Revolving Commitments/Revolving Loans
		

		
			 
		

			
					
						Assignor

					
					
						Aggregate Amount of
Commitments/Loans for all
Lenders

					
					
						Amount of
Commitment/Loans
Assigned

					
					
						Percentage Assigned of
Commitment/Loans2

				
	
					
						[    ]

					
					
						$[   ]

					
					
						$[   ]

					
					
						[   ]%

				
	
					
						[    ]

					
					
						$[   ]

					
					
						$[   ]

					
					
						[   ]%

				



		
			 
		

		
			 
		

		
			 
		

		


		
			1 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder.
		

		
			2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder.
		


		 


		

			ANNEX III-5