ARTICLE 1 DEFINITIONS AND INTERPRETATION

1.1

Definitions

1.2

Headings and Preamble for Reference Only

1.3

Interpretation

1.4

Currency

1.5

Severability

1.6

Entire Agreement

1.7

Statutes

1.8

Accounting Terms

1.9

References to Include Successors and Assigns

1.10

Waiver, Amendment

1.11

Governing Law

1.12

Certain Phrases, etc.

1.13

Schedules & Exhibits

ARTICLE 2 AGREEMENT OF PURCHASE AND SALE

2.1

Purchase and Sale of Securities

2.2

Purchase Price

2.3

ABC Advance Repayment Amount

2.4

Post-Closing Adjustments

2.5

Upward Purchase Price Adjustment

2.6

Taxes and Consent Costs

2.7

Allocation of Income or Loss of the Partnership

ARTICLE 3 PRE-CLOSING COVENANTS

3.1

Competition Act and Canada Transportation Act

3.2

Conduct of Business Prior to Closing

3.3

Actions to Satisfy Conditions

3.4

Updates to Information

3.5

Exclusive Dealings

3.6

Bowman Property

3.7

Fort Frances Unpinned Land and Fort Frances Possessory Land

ARTICLE 4 RISK OF LOSS

4.1

Risk of Loss

4.2

Insurance Proceeds for Lost Assets

ARTICLE 5 CLOSING

5.1

Closing

5.2

Definitive Agreements to be Executed at Closing

5.3

Conditions of Closing in Favour of CDPQ and CDP Investissements

5.4

Conditions of Closing in Favour of ABC

5.5

Conditions of Closing in Favour of the Purchaser

ARTICLE 6 REPRESENTATIONS AND WARRANTIES

6.1

Vendors’ Representations and Warranties

6.2

Representations and Warranties regarding the ACH Parties

6.3

Purchaser’s Representations and Warranties

6.4

Survival of Representations and Warranties

ARTICLE 7 POST-CLOSING COVENANTS

7.1

Change of ACH Parties’ Names

7.2

Books and Records

7.3

Cooperation

7.4

Reorganization

7.5

Sturgeon Falls Facility Access

7.6

Twin Falls and Island Falls Facilities Access

7.7

Easement for Calm Lake Facility Road Access

7.8

Miscellaneous Services and Supply Contract with Boise

7.9

Automation Project

7.10

T7 Lands

7.11

Real Estate Matters

ARTICLE 8 EMPLOYEES, PENSION & BENEFITS

8.1

Transferred Employees

8.2

Pension Plans

8.3

Group Benefit Plans

ARTICLE 9 TERMINATION

9.1

Termination Events

9.2

Effect of Termination

ARTICLE 10 INDEMNITIES

10.1

Indemnification by the Purchaser

10.2

Indemnification by ABC

10.3

Indemnification by CDPQ and CDP Investissements

10.4

Indemnification by Vendors

10.5

ABC Tax Indemnity

10.6

CDPQ Tax Indemnity

10.7

Obligation to Reimburse

10.8

Third Party Claims

10.9

Settlement of Third Party Claims

10.10

Taxes on Indemnities and Similar Payments

10.11

Monetary Limitations

10.12

Parties’ Rights

10.13

Increase of Monetary Limitation

10.14

Employer Claim and Successor Employer Declaration

ARTICLE 11 GENERAL

11.1

Time

11.2

Joint Obligations of Purchaser

11.3

Netting

11.4

Further Assurances

11.5

Confidentiality and Non-Solicitation

11.6

Expenses

11.7

Notice

11.8

No Registration of Agreement

11.9

Assignment

11.10

Counterparts

11.11

Conflicts between Agreement and Closing Documents

11.12

Planning Act

11.13

Public Announcements

11.14

French Language Version

SCHEDULE 6.2

6.2

Representations and Warranties regarding the ACH Parties

Definitions

“2007 APA” means the Asset Purchase Agreement dated March 31, 2007, between ACCC and the Partnership.

“2007 Transaction” means the purchase and sale transaction consummated pursuant to the 2007 APA.

“2007 Transaction Documents” has the meaning ascribed thereto in Section 6.2.2(n) of Schedule 6.2.

 “ABC” has the meaning ascribed thereto in the preamble to this Agreement;

 “ABC Advance” means an amount of four million four hundred fifty-seven thousand five hundred dollars ($4,457,500).

 “ABC Advance Interest Amount” means the amount in the Debt Service Account on the third Business Day prior to the Closing Date, less the ABC Advance.

 “ABC Basket” has the meaning ascribed thereto in Section 10.11.3.

 “ABC Benefit Plans” means the ABC Employee Plans which provide health and welfare type benefits to the Employees.

 “ABC Collective Agreements” means the collective bargaining agreements listed on Schedule 6.2.11(a), each as in effect on the Transfer Date of the applicable Union Employees.

“ABC DB Pension Plans” means the following ABC Employee Plans: the Pension Plan for Ontario Hourly Employees of Abitibi-Consolidated Company of Canada, the Pension Plan for Unionized Employees of Abitibi-Consolidated Inc., the Defined Benefit Pension Plan for Non-Unionized Employees of Abitibi-Consolidated Inc. and the Pension Plan for Executive Employees of Abitibi-Consolidated Inc., as each such plan is amended effective as of January 1, 2011 in respect of service on or after January 1, 2011.

“ABC DC Pension Plans” means the following ABC Employee Plans: the Defined Contribution Pension Plan for Non-Unionized Employees of Abitibi-Consolidated Inc., the DC Retirement Plan (2003) for Non-Unionized Employees of Bowater and the AbitibiBowater 2010 DC Supplemental Executive Retirement Plan.

“ABC Employee Plans” has the meaning ascribed thereto in Section 6.2.12(a) of Schedule 6.2.

“ABC Maximum Liability” has the meaning ascribed thereto in Section 10.11.3.

“ABC Purchase Price” has the meaning ascribed thereto in Section 2.2.2.

“ABC Shares” means the 75 class A common shares of the GP owned by ABC.

“ABC Units” means the 14,250,000 Common LP Units of the Partnership owned by ABC.

“ACCC” means Abitibi-Consolidated Company of Canada, the assets and liabilities of which were liquidated into ABC on December 9, 2010 pursuant to a Liquidation and Dissolution Agreement entered into between ACCC and ABC effective December 9, 2010.

“Acceptable Security” means a Letter of Credit or any other form of security instrument acceptable to the party receiving such security instrument, acting reasonably.

“Accountants” means KPMG or, if that firm is unable or unwilling to act, any one of the big four (4) accounting firms that is independent from the Vendors and the Purchaser.

“ACH Parties” means, collectively, the Partnership, the GP and the Nominees, and “ACH Party” means any one of them.

“ACI” means the entity known as Abitibi-Consolidated Inc., prior to its amalgamation to form ABC.

“Affiliate” has the meaning that would be ascribed thereto in the Canada Business Corporations Act, as it may be supplemented, amended or restated from time to time, if the word “body corporate” were changed to Person (as defined herein).

“Agreement” means this securities purchase agreement together with all Schedules and Exhibits hereto.

“Aggregate Purchase Price” has the meaning ascribed thereto in Section 2.2.1.

“Amended and Restated MSS Agreement” means the amended and restated maintenance and support services agreement to be entered into between ABC and the Partnership on the Closing Date.

“Annual Financial Statements” means the annual audited financial statements of the ACH Parties for the fiscal years ended December 31, 2007, 2008 and 2009.

“Applicable Laws” means with respect to any Person, property, transaction or event, all applicable laws including federal, provincial, municipal or regional laws, by-laws, statutes, rules, regulations, Orders, judgments, awards, decrees, decisions, codes, policies, rulings, conditions of any license, permit, or other requirements having the force of law relating to or applicable to such Person, property, transaction or event.

“Article” and “Section” mean and refer to the specified article, Section and subsection of this Agreement.

“Automation Account” means the CIBC account bearing number 43-18412 (transit 00001), established by the Partnership in accordance with the terms of the CDPQ Credit Agreement.

“Automation Project” means the project providing for the automation of the Facilities in order that they may be remotely controlled by or on behalf of the Partnership from a central location.

“Base Price” has the meaning ascribed thereto in Section 2.2.1(a).

“Bowman Property” has the meaning ascribed thereto in Section 3.6.

“Business” means the business of owning and operating the Facilities as carried on by the ACH Parties immediately prior to the date hereof, consisting primarily of the generation and sale of electricity and related activities.

“Business Day” means any day other than a Saturday, Sunday or statutory holiday in the City of Toronto, Ontario or Montreal, Québec.

“Canada Transportation Act” means the Canada Transportation Act (Canada).

“CDP Investissements” has the meaning ascribed thereto in the preamble to this Agreement.

“CDP Purchase Price” has the meaning ascribed thereto in Section 2.2.3.

“CDPQ” has the meaning ascribed thereto in the preamble to this Agreement.

“CDPQ Credit Agreement” means that certain credit agreement among the Partnership, as borrower, CDPQ, as administrative agent, and CDPQ, as initial

lender, dated as of March 31, 2007, as amended on October 27, 2009 and December 18, 2009.

“CDPQ Purchase Price” has the meaning ascribed thereto in Section 2.2.4.

“CDPQ Shares” means the 25 class A common shares of the GP owned by CDPQ.

“CDP Units” means the 4,750,000 Common LP Units of the Partnership owned by CDP Investissements.

“CIBC” means Canadian Imperial Bank of Commerce.

“Closing” means the closing of the transactions contemplated in this Agreement.

“Closing Date” has the meaning ascribed thereto in Section 5.1.

“Closing Debt Service Amount” means the amount in the Debt Service Account, on the Closing Date, as set forth in the Closing Statement.

“Closing Documents” means the agreements, instruments and other documents to be delivered by the parties pursuant to Sections 5.2, 5.3, 5.4 and 5.5.

“Closing Excess Cash” means the lower of (a) $5,000,000 and (b) the estimated amount in the Excess Cash Account on the Closing Date, as set out in writing by ABC pursuant to Section 2.2.6, less the sum of the amount of accrued interest payable by the Partnership under the CDPQ Credit Agreement as at the Closing Date, as set out in writing by ABC pursuant to Section 2.2.6, and $500,000.

“Closing Maintenance Amount” means the amount in the Maintenance Account, on the Closing Date, as set forth in the Closing Statement.

“Closing Net Working Capital” has the meaning ascribed thereto in Section 2.4.1 (which shall in no event be greater than five million dollars ($5,000,000)).

“Closing Statement” has the meaning ascribed thereto in Section 2.4.1.

“Commissioner” means the Commissioner of Competition appointed under the Competition Act or any Person duly authorized to act on the Commissioner’s behalf.

“Competition Act” means the Competition Act (Canada).

“Completion of the Automation Project” means bringing the Automation Project to a state where it is Completed (as defined in the 2007 APA) in accordance with its scope as of the date hereof.

“Confidentiality Agreement” means the amended and restated confidentiality agreement dated December 16, 2010 between ABC, Public Sector Pension Investment Board and BluEarth, as amended from time to time.

“Contract” means any agreement, indenture, contract, lease, water power lease, license of occupation, deed of trust, license, instrument or other commitment, whether written or oral.

“Damage Deduction” has the meaning ascribed thereto in Section 4.1.1.

“Debt Service Account” means the CIBC account bearing number 43 18617 (transit 00001), established by the Partnership in accordance with the terms of the CDPQ Credit Agreement.

“Definitive Agreements” means, collectively, the agreements and documents listed in Section 5.2, together with the agreements and documents that ABC and the Purchaser agree in writing from time to time are Definitive Agreements for the purposes of this Agreement.

“Disclosure Update Impact” has the meaning ascribed thereto in Section 3.4.2.

“Distributable Cash” means the amount of cash generated from the operations of the Partnership that is available for distribution to the limited partners of the Partnership, from time to time, taking into account the restrictions set out in the CDPQ Credit Agreement, as in effect on the date hereof but regardless of whether the CDPQ Credit Agreement has been terminated or replaced, as determined by the GP at the end of every calendar quarter following the Closing Date.

“Employer Claim” has the meaning ascribed thereto in Section 10.14.1.

“Encumbrance” means any mortgage, pledge, right, charge, lien, debenture, hypothec, trust deed, assignment by way of security, security interest, option, right to possession, conditional sales contract or other title retention agreement, or other right, claim or instrument charging, or creating a security interest in, or otherwise encumbering or affecting the right, title or interest in or to any particular asset or property.

“Employees” means any current or former unionized or non-unionized employee of ABC or any of its Affiliates whose services are or have been provided to any ACH Party in connection with the Business.

“Employer Claim” has the meaning ascribed thereto in Section 10.14.1.

“Environment” means every layer of the earth including the air and the atmosphere, land (including the soil surface, sub-surface and all underground areas, including those submerged by water) and water (including all surface water, sub-surface water and ground water) and including all sewer systems and

discharge pipelines and all plants, animals and organisms reliant on such air, land or water, and “Environmental” and similar expressions shall have the same meaning.

“Environmental and Safety Requirements” means all Applicable Laws concerning public health and safety and Hazardous Materials and protection of the Environment.

“Excess Cash Account” means the CIBC account bearing number 10-46217 (transit 00001), established by the Partnership.

“Excess Cash Differential” means the amount obtained by subtracting (a) the sum of the Closing Excess Cash (which can be a positive or negative number), the accrued interest payable by the Partnership under the CDPQ Credit Agreement as at the Closing Date and $500,000 from (b) the amount of cash in the Excess Cash Account on the Closing Date.

“Facilities” means, collectively: (i) the hydroelectric generating station and dam located in the Town of Fort Frances, Ontario adjacent to ABC’s pulp and paper mill complex and all related assets and rights, including any related Transmission System and the related dam at Squirrel Falls and the Partnership’s interest in the dam at Kettle Falls (the “Fort Frances Facility”); (ii) the hydroelectric generating station and dam, located in the Township of Bennett, Rainy River District, Ontario and all related assets and rights, including any related Transmission System, and the related Raft Lake dam (the “Calm Lake Facility”); (iii) the hydroelectric generating station and dam located in Iroquois Falls, Ontario, adjacent to ABC’s pulp and paper mill complex, and all related assets and rights, including any related Transmission System (the “Iroquois Falls Facility”); (iv) the hydroelectric generating station and dam located in the Townships of Menapia and Tolmie, Ontario, and all related assets and rights, including any related Transmission System (the “Island Falls Facility”); (v) the hydroelectric generating station and dam located in Kenora, Ontario, on the east branch of the Winnipeg River, and all related assets and rights, including any related Transmission System (the “Kenora Facility”); (vi) the hydroelectric generating station and dam located in Kenora, Ontario, on the west branch of the Winnipeg River, and all related assets and rights, including any related Transmission System (the “Norman Facility”); (vii) the hydroelectric generating station and dam located in an unsurveyed Township on the Seine River east of Fort Frances, Ontario, and all related assets and rights, including any related Transmission System (the “Sturgeon Falls Facility”) and (viii) the hydroelectric generating station and dam located in the Township of Teefy, Ontario, and all related assets and rights, including any related Transmission System (the “Twin Falls Facility”), all of which are more particularly described in Schedule 6.2.2.

“Facilities Assets” means all of the assets, rights and properties owned or held by the ACH Parties, of whatsoever nature, kind or description, whether movable or

immovable, real or personal, tangible or intangible, and wheresoever situated, including, the Property, the Facilities Equipment, the Facilities, the Transmission System, the Facilities Contracts, the Permits and the Intellectual Property.

“Facilities Contracts” means the Contracts, including water power leases, licenses of occupation and commitments, made by, with, or binding upon, the ACH Parties, except for (i) any Contract which will expire prior to the Closing Date without any liability or further obligation of the ACH Parties, (ii) any Contract that may be terminated by an ACH Party without liability or further obligation upon notice from any ACH Party of thirty (30) days or less, (iii) any Contract entered into in the ordinary course of the Business pursuant to which the maximum aggregate liability of the ACH Parties is less than $50,000; or (iv) any Contract entered into in the ordinary course of the Business which entitles the ACH Parties to receive, in the aggregate, less than $50,000.

“Facilities Equipment” means the tangible personal or movable property owned or held by the ACH Parties, including all machinery and equipment, and all tools, handling equipment and accessories, but excluding the equipment that forms part of the Transmission System.

“First Nation” means a band, any Indian or Indians as defined in the Indian Act (Canada), any Métis or Métis organization or any Person considered to be an aboriginal people of Canada.

“Fort Frances Mill” means ABC’s pulp and paper mill complex adjacent to the Fort Frances Facility.

“Fort Frances Possessory Land” means the real property identified as such on Schedule 1.1.76.

“Fort Frances Unpinned Land” means the real property identified as such on Schedule 1.1.76.

“Fully Funded” means, with respect to an Applicable ABC Plan, that ABC’s actuary has certified to the Partnership that no payment is required in order for the Applicable ABC Plan to be fully-funded on both a going-concern or solvency (plan termination) basis, determined based on the liabilities and assets of the Applicable ABC Plan using such actuarial methods and assumptions and such estimates as are acceptable to ABC and the Purchaser, acting reasonably, as at a valuation date reasonably agreed to by ABC and the Partnership.

“GAAP” means at any time, accounting principles generally accepted in Canada at such time.

“Governance Agreements” means, collectively, the Amended and Restated Limited Partnership Agreement dated March 30, 2007 between the GP and ACCC, to which CDP Investissements became a party on March 31, 2007 (the

“Limited Partnership Agreement”), the Shareholders’ Agreement dated as of April 2, 2007 among the GP, ACCC, CDPQ and the Partnership (the “Shareholders’ Agreement”) and the Unitholders’ Agreement dated as of April 2, 2007 among the GP, ACCC, CDP Investissements and the Partnership (the “Unitholders’ Agreement”).

“Governmental Authority” means any (i) multinational, federal, provincial, regional, state, municipal, local or other government or public entity, domestic or foreign, (ii) any subdivision or authority of any of the foregoing, (iii) any Person, court, tribunal, arbitrator, arbitration tribunal, agency, board, commission, central bank, bureau, agency or department, exercising executive, legislative, judicial, regulatory, expropriation, taxing or other administrative functions of, or pertaining to, government or having jurisdiction in the relevant circumstances, including the IESO, the Ontario Energy Board, the Ontario Electrical Safety Authority, the Canadian Lake of the Woods Control Board, the International Lake of the Woods Control Board, the International Rainy Lake Board of Control, the International Joint Commission and any other boards, commissions or committees with mandates similar thereto, but not including the Ontario Power Authority or the Ontario Electricity Financial Corporation when either is acting as a contractual counterparty to any ACH Party.

“GP” means Abitibi-Consolidated Hydro Inc., a corporation incorporated under the laws of Canada.

“GP Unit” means the 1 Common LP Unit of the Partnership owned by the GP.

“GST” means the goods and services tax or any similar tax required to be paid pursuant to the Excise Tax Act (Canada) or any comparable or similar provincial legislation.

“Hazardous Materials” means any substance, solid, liquid or gaseous, constituent, contaminant, waste, waste material, hazardous substance, hazardous material, toxic substance, prohibited substance, dangerous substance, dangerous good as defined, judicially interpreted or identified in any Environmental and Safety Requirement, including any friable asbestos and petroleum products.

“HST” means the harmonized sales tax or any similar tax required to be paid pursuant to the Excise Tax Act (Canada) or any comparable or similar provincial legislation.

“IESO” means the Ontario Independent Electricity System Operator, or its successor.

“IESO Controlled Grid” has the meaning ascribed thereto by the Market Rules.

“Impact Notice” has the meaning ascribed thereto in Section 3.4.2(a).

“Indemnified Party” means a Person whom one or more Vendors or one or more Purchaser, as the case may be, are required to indemnify under Article 10.

“Indemnifying Party” means, in relation to an Indemnified Party, the party or parties to this Agreement (including the Partnership by virtue of its intervention) that are required to indemnify such Indemnified Party under Article 10.

“Insolvency Proceeding” means any bankruptcy or insolvency proceedings to which the Partnership or its assets are subject.

“Intellectual Property” means intellectual property of whatever nature and kind including domestic and foreign patents, software, industrial designs, know-how, trade-marks and copyrights, trade names, service marks, trade secrets, inventions, processing methods, technology, techniques and manuals, all whether registered or unregistered, and all registrations and applications for registration thereof.

“Iroquois Falls Mill” means ABC’s pulp and paper mill complex adjacent to the Iroquois Falls Facility.

“ITA” means the Income Tax Act (Canada) and the regulations thereunder.

“knowledge” where any representation, warranty or other statement in this Agreement is expressed to be made by ABC to its knowledge or is otherwise expressed to be limited in scope to facts or matters known to ABC or of which ABC or any ACH Party is aware, it shall mean such knowledge as is actually known to, or which would have come to the attention of, after reasonable inquiry, those individuals listed in Schedule 1.1.96.

“Lands” means all real (immovable) property, together with all easements, rights-of-way and other rights and interests appurtenant thereto, described in Schedule 1.1.97, and shall include, from the Closing Date, the Fort Frances Possessory Land and the Fort Frances Unpinned Land (except for the purposes of the representations and warranties in Section 6.2.2 of Schedule 6.2).

“Leased Lands” means the real (immovable) property, together with all easements, rights-of-way and other rights and interests appurtenant thereto, leased pursuant to the water power lease agreements listed in Schedule 1.1.98.

“Leased Property” means the real (immovable) property leased by any ACH Party, including the Leased Lands and the Structures, Fixtures and Improvements located on, in or under the Leased Lands.

“Legal Proceeding” means any litigation, action, application, suit, investigation, hearing, claim, demand, complaint, grievance, civil, administrative, regulatory, criminal or arbitration proceeding or other similar proceeding, before or by any Governmental Authority or arbitral body, and includes any appeal or review thereof and any application for leave for appeal or review.

“Letter of Credit” means one or more irrevocable and unconditional standby letters of credit issued by a financial institution listed in either Schedule I or II of the Bank Act (Canada) or such other financial institution having a minimum credit rating of (i) A- with Standard & Poor’s Rating Group, (ii) A3 with Moody’s Investors Service, Inc., (iii) A low with DBRS Limited, or (iv) A with Fitch IBCA, in a form acceptable to the Party receiving such letter of credit, acting reasonably, and otherwise conforming to the provisions of Section 10.14.

“Licensed Lands” means the real (immovable) property, together with all easements, rights-of-way and other rights and interests appurtenant thereto, licensed pursuant to the licenses of occupation listed in Schedule 1.1.102.

“Licensed Property” means the real (immovable) property licensed by any ACH Party, including the Licensed Lands and the Structures, Fixtures and Improvements located on, in or under the Licensed Lands.

“Limited Partnership Agreement” has the meaning ascribed thereto in Section 1.1.80.

“Listed Non-Union Employees” has the meaning ascribed thereto in Section 8.1.1.

“Listed Union Employees” has the meaning ascribed thereto in Section 8.1.2.

“Losses” means any claims, demands, actions, judgments, damages, losses (excluding loss of profits), liabilities, penalties, costs or expenses, including reasonable legal and expert expenses.

“Loss Notice” has the meaning ascribed thereto in Section 4.1.1.

“Lost Assets” has the meaning ascribed thereto in Section 4.1.

“Maintenance Account” means the CIBC account bearing number 43 18315 (transit 00001), established by the Partnership in accordance with the terms of the CDPQ Credit Agreement.

“Market Rules” means the rules governing the IESO Controlled Grid and establishing and governing the IESO Administered Markets, together with all market manuals, policies and guidelines issued by the IESO, all as amended or replaced from time to time.

“Material Adverse Change” means any change, event or occurrence which, individually or in the aggregate, would reasonably be expected to result in an effect that is materially adverse (as determined using reasonable judgment) on the general condition (financial or otherwise), properties, obligations, Business, operations or cash flow of the Partnership; provided, however, that a Material Adverse Change shall exclude any change, event or occurrence due or related to:

(i) general economic or industry wide conditions, (ii) the identity of the Purchaser, (iii) fluctuations in hydrology, (iv) fluctuations in the Hourly Ontario Energy Price determined by the IESO; (v) the closure of any mill owned or operated by ABC or any of its Affiliates; and (vi) any labour troubles, disputes or other labour disruptions including any strike or lockout.

“Minister” means the Minister of Transport.

“MSS Contract” has the meaning ascribed thereto in Section 7.6.

“Nominees” means, collectively, ACH Calm Lake Inc., ACH Fort Frances Inc., ACH Iroquois Falls Inc., ACH Island Falls Inc., ACH Kenora Inc., ACH Norman Inc., ACH Sturgeon Falls Inc. and ACH Twin Falls Inc.

“Notice of Damage Deduction Objection” has the meaning ascribed thereto in Section 4.1.3.

“Notice of Objection” has the meaning ascribed thereto in Section 2.4.2.

“OPA Contract” means the Contract for Existing Hydro-Electric Generating Facilities dated as of December 1, 2009 between the Partnership and the Ontario Power Authority, as amended by the First Amending Agreement to the Contract for Existing Hydro-Electric Generating Facilities dated as of June 25, 2010 between Partnership and the Ontario Power Authority and the Second Amending Agreement to the Contract for Existing Hydro-Electric Generating Facilities dated as of October 19, 2010 between the Partnership and the Ontario Power Authority.

“Orders” means all applicable orders, decisions or other binding directives rendered by any Governmental Authority.

“Other Arrangements” has the meaning ascribed thereto in Section 6.2.4(c) of Schedule 6.2.

“Other Liabilities” has the meaning ascribed thereto in Section 2.4.1.

“Other Liabilities Differential” means the amount by which the Other Liabilities, as reflected in the final and binding Closing Statement, exceed $255,987,841.

“Outside Date” means the date that is ninety (90) days following the execution of this Agreement, it being understood that if on that date the Closing conditions set out in Sections 5.3, 5.4 and 5.5 that have not been satisfied or waived are reasonably expected to be satisfied within the following thirty (30) days, the Outside Date shall be postponed accordingly.

“Partnership” means ACH Limited Partnership, a limited partnership established under the laws of the Province of Manitoba.

“Partnership’s Benefit Plans” has the meaning ascribed thereto in Section 8.3.1.

“Partnership’s Collective Agreements” has the meaning ascribed thereto in Section 8.1.2.

“Partnership’s Non-Union Pension Plan” has the meaning ascribed thereto in Section 8.2.1.

 “Partnership’s Pension Plans” has the meaning ascribed thereto in Section 8.2.1.

 “Partnership’s Union Pension Plan” has the meaning ascribed thereto in Section 8.2.1.

 “Payment Instalment” has the meaning ascribed thereto in Section 2.5.1.

 “Performance Security Amount” has the meaning ascribed thereto in Section 10.14.1.

“Permits” means all permits, licenses, certificates of authorization, authorizations, certificates of approval, approvals and registrations granted by a Governmental Authority that are held by any ACH Party in connection with the operation of the Business.

“Permitted Encumbrances” means the encumbrances listed in Schedule 1.1.133.

“Person” means and includes individuals, corporations, limited partnerships, general partnerships, joint stock companies, unlimited liability corporations, banks, trust companies, pension funds, trusts or any other organization, whether or not legal entities and governments and agencies and political subdivisions thereof.

“Power Purchase Agreement” means the power purchase agreement to be entered into between ABC and the Partnership on the Closing Date.

“Property” means all real (immovable) property owned by any ACH Party, including the Lands and the Structures, Fixtures and Improvements.

“Proportionate Interest” means the percentage of Units to be purchased by each Purchaser pursuant to this Agreement, as set forth in Schedule 2.1 (as might be amended prior to the Closing Date in accordance with Section 2.1).

“Purchaser” has the meaning ascribed thereto in the preamble to this Agreement.

“Purchaser Indemnified Parties” has the meaning ascribed thereto in Section 10.2.

“Receiver” means any receiver, manager, receiver-manager, liquidator, monitor, trustee-in-bankruptcy or other similar Governmental Authority having jurisdiction in the context of an Insolvency Proceeding.

“Release” has the meaning prescribed in any Environmental and Safety Requirements and includes any release, spill, leak, pumping, addition, pouring, emission, emptying, discharge, injection, escape, leaching, migration, disposal, dumping, deposit, spraying, burial, abandonment, incineration, seepage, placement or introduction whether accidental or intentional.

“Renegotiation Period” has the meaning ascribed thereto in Section 9.1.3(c).

“Securities” means, collectively, the Units and the Shares.

“Shared Infrastructure Agreements” means the amended and restated shared infrastructure agreements to be entered into between ABC and each of ACH Fort Frances Inc. and ACH Iroquois Falls Inc. on the Closing Date.

“Shares” means, collectively, the ABC Shares and the CDPQ Shares.

“Stores” means the spare parts, spare equipment, operating supplies, materials and stores maintained by ABC for the Facilities.

“Structures, Fixtures and Improvements” means, collectively, all buildings, structures and fixed improvements, including dams, located on, in or under the Lands, the Leased Lands and the Licensed Lands and improvements and fixtures contained in or on such buildings and structures.

“Target Maintenance Amount” means one million eight hundred thousand five hundred seventy eight dollars ($1,800,578), representing the estimated amount in the Maintenance Account as at the Closing Date, as set forth in the “Maintenance Reserve” row in the “To be Transferred” column of Exhibit A.

“Target Net Working Capital” means three million eight thousand and eighty-eight dollars ($3,008,088), representing the target net working capital of the ACH Parties as at the Closing Date, as set forth in the Net Working Capital row in the “To be Transferred” column of Exhibit A.

“Taxes” or “Tax” means GST, HST, income, withholding, real (immovable) property, personal property, social service, corporation, capital, capital gains, alternative, value added, payroll, employment, payroll, employer health, franchise, excise, profits, gross receipts, customs duties, stamp, transfer, land transfer, use, water, business or any other tax, assessment, charge, duty or levy imposed by any Governmental Authority (whether disputed or not), including Canada Pension Plan and provincial pension plan contributions, employment insurance and unemployment insurance payments and workers’ compensation

“Tax Returns” means all returns, information returns, declarations, reports, statements and other documents of any nature or kind required to be filed with any applicable Governmental Authority in respect of Taxes.

“Time of Closing” means 10:00 a.m. (Montreal time) on the Closing Date.

“Transfer Date” has the meaning ascribed thereto in Sections 8.1.1 and 8.1.2.

“Transferred Employees” has the meaning ascribed thereto in Section 8.1.4.

“Transferred Non-Union Employee” has the meaning ascribed thereto in Section 8.1.1.

“Transferred Union Employee” has the meaning ascribed thereto in Section 8.1.2.

“Transition Process” has the meaning ascribed thereto in Section 8.1.4.

“Transitional Services Agreement” means the transitional services agreement to be entered into between ABC and the Partnership on the Closing Date.

“Transmission System” means collectively (i) the electricity transmission lines and distribution lines immediately beyond the generator output terminals, whether or not within a Facility (including all conductors, insulators, arrestors, grounding equipment, switches, fuses, cables, cable trays, wires, conduits, conduit structures, towers, poles, anchors, guy wires, fixtures and related equipment), connecting the generating stations at any of the Facilities, to the IESO Controlled Grid and/or to any point of delivery for a third party or ABC, other than the distribution lines connecting the Ontario Clean Water Agency to the Iroquois Falls mill and other than distribution lines owned by Kenora Forest Products, Twin Falls Marina and Ontera (the “Lines”); and (ii) all substations, transformers, disconnect switches, circuit switchers, circuit breakers, switchgear, station service equipment, buswork, instrument transformers, ground grids, batteries, interconnection equipment, auxiliary equipment and meters used in connection with the Business (the “Transformers”), and (iii) all operating, controlling, protection, communication and monitoring equipment related to the Lines and the Transformers and used in connection with the Business.

“Upward Purchase Price Adjustment” has the meaning ascribed thereto in Section 2.5.1.

“Union Employees” means the unionized employees of ABC on the applicable Transfer Date who are subject to the ABC Collective Agreements.

“Units” means, collectively, the ABC Units and the CDP Units, and, for greater certainty, does not include the GP Unit.

“Update” has the meaning ascribed thereto in Section 3.4.1.

“Valuator” has the meaning ascribed thereto in Section 4.1.3.

“Vendors” has the meaning ascribed thereto in the preamble to this Agreement.

“Vendor Indemnified Parties” has the meaning ascribed thereto in Section 10.1.

“Working Capital Upward Adjustment” has the meaning ascribed thereto in Section 2.4.6.

Headings and Preamble for Reference Only

Interpretation

Currency

Severability

Entire Agreement

Statutes

Accounting Terms

References to Include Successors and Assigns

Waiver, Amendment

Governing Law

Certain Phrases, etc.

Schedules & Exhibits

Schedule 1.1.76

Schedule 1.1.96

Schedule 1.1.97

Schedule 1.1.98

Schedule 1.1.102

Schedule 1.1.133

Schedule 2.1

Schedule 2.5.1(e)

Schedule 3.6

Schedule 5.2.1

Schedule 5.2.3

Schedule 5.2.5

Schedule 5.4.6

Schedule 5.5.15

Schedule 6.3.2(f)

Schedule 6.3.3(e)

Schedule 7.5

Schedule 8.1.1

Schedule 8.1.2

Schedule 10.2.11

Schedule 6.2

Schedule 6.2.1(a)

Schedule 6.2.1(b)

Schedule 6.2.1(c)

Schedule 6.2.1(e)

Schedule 6.2.1(i)

Schedule 6.2.1(j)

Schedule 6.2.1(k)

Schedule 6.2.2

Schedule 6.2.2(i)

Schedule 6.2.2(l)

Schedule 6.2.2(m)

Schedule 6.2.3(a)

Schedule 6.2.3(b)

Schedule 6.2.4(a)

Schedule 6.2.4(b)

Schedule 6.2.4(c)

Schedule 6.2.4(e)

Schedule 6.2.4(h)

Schedule 6.2.5(a)

Schedule 6.2.5(e)

Schedule 6.2.7(b)

Schedule 6.2.7(c)

Schedule 6.2.8(a)

Schedule 6.2.8 (b)

Schedule 6.2.9(a)

Schedule 6.2.10(b)

Schedule 6.2.11(a)

Schedule 6.2.11(b)

Schedule 6.2.11(c)

Schedule 6.2.11(d)

Schedule 6.2.11(e)

Schedule 6.2.11(f)

Schedule 6.2.11(g)

Schedule 6.2.12(a)

Schedule 6.2.13(a)

Schedule 6.2.13(c)

Schedule 6.2.14(a)

Exhibit A

Purchase and Sale of Securities

ABC shall sell to the Purchaser and the Purchaser shall purchase from ABC the ABC Units and ABC Shares, which ABC Units and ABC Shares shall be allocated among Infra H2O LP, Infra H2O GP and BluEarth in accordance with Schedule 2.1;

CDPQ shall sell to the Purchaser and the Purchaser shall purchase from CDPQ the CDPQ Shares, which CDPQ Shares shall be allocated between Infra H2O GP and BluEarth in accordance with Schedule 2.1; and

CDP Investissements shall sell to the Purchaser and the Purchaser shall purchase from CDP Investissements the CDP Units, which CDP Units shall be allocated between Infra H2O LP and BluEarth in accordance with Schedule 2.1.

Purchase Price

The aggregate purchase price payable by the Purchaser for the Securities shall be the sum of $384,916,578 plus (or minus if negative) the Closing Excess Cash, as adjusted pursuant to Section 2.4, and the Excess Cash Differential (the “Aggregate Purchase Price”), the payment of which shall be allocated among each of Infra H2O GP, Infra H2O LP and BluEarth in accordance with Schedule 2.1, which represents the following amounts

$383,116,000 (the “Base Price”), plus

$1,800,578, being the Target Maintenance Amount, plus

the Closing Excess Cash (for greater certainty, the absolute value of the Closing Excess Cash shall be added to the extent that the Closing Excess Cash is positive and the absolute value of the Closing Excess Cash shall be subtracted to the extent that the Closing Excess Cash is negative), plus

the Excess Cash Differential (for greater certainty, the absolute value of the Excess Cash Differential shall be added to the extent that the Excess Cash Differential is positive and the absolute value of the Excess Cash Differential shall be subtracted to the extent that the Excess Cash Differential is negative).

The aggregate purchase price payable by the Purchaser to ABC for the ABC Units and ABC Shares shall be $288,687,433.50 plus (or minus if negative) 75% of the Closing Excess Cash, as adjusted pursuant to Section 2.4, plus (or minus if negative) 75% of the Excess Cash Differential (the “ABC Purchase Price”), being $75 for the ABC Shares and the balance of the ABC Purchase Price for the ABC Units.

The aggregate purchase price payable by the Purchaser to CDP Investissements for the CDP Units shall be $96,229,119.50 plus (or minus if negative) 25% of the Closing Excess Cash, as adjusted pursuant to Section 2.4, plus (or minus if negative) 25% of the Excess Cash Differential (the “CDP Purchase Price”).

The aggregate purchase price payable by the Purchaser to CDPQ for the CDPQ Shares shall be $25 (the “CDPQ Purchase Price”).

The ABC Purchase Price, the CDP Purchase Price and the CDPQ Purchase Price, in each case prior to adjustment, excluding the portion corresponding to the Excess Cash Differential, shall be payable by the Purchaser at the Time of Closing by wire transfer to an account designated by the applicable payee to the Purchaser in writing not later than three (3) Business Days prior to the Closing Date.

ABC shall notify the Purchaser and CDP Investissements in writing not later than five (5) Business Days prior to the Closing Date of the amount expected to be in the Excess Cash Account on the Closing Date and the estimated amount of accrued interest to be payable by the Partnership under the CDPQ Credit Agreement as at the Closing Date.

The portion of the ABC Purchase Price and the CDP Purchase Price corresponding to the Excess Cash Differential shall be payable pursuant to Section 2.4.5 or 2.5, as applicable.

ABC Advance Repayment Amount

Post-Closing Adjustments

Within forty-five (45) days following the Closing Date, ABC shall prepare, or cause to be prepared and deliver to the Purchaser, subject to CDPQ and CDPQ Investissements’ prior approval thereof, a statement (the “Closing Statement”) which shall set forth (a) the net working capital of the ACH Parties as at the Closing Date (excluding cash, cash equivalents, restricted cash and insurance receivables, if any), established in the same manner and using the same line items as set out in Exhibit A (the “Closing Net Working Capital”), (b) the Closing Maintenance Amount, (c) the Closing Debt Service Amount, (d) the Excess Cash Differential, and (e) all liabilities of the ACH Parties as of the Closing Date, other than the ABC Advance and the accrued interest payable by the Partnership under the CDPQ Credit Agreement as at the Closing Date, not reflected in the Closing Net Working Capital and that would have been reflected on the balance sheet of their audited financial statements pursuant to GAAP (applied on a basis consistent throughout the period covered by the Annual Financial Statements, except as disclosed therein) (the “Other Liabilities”).

The Closing Statement shall become final and binding on the parties on the thirtieth (30^th) day following delivery thereof (with a copy of all relevant back-up documentation) by ABC unless the Purchaser gives written notice of its objections with respect to the Closing Statement or any Closing Net Working Capital or Other Liabilities item (a “Notice of Objection”) to ABC on or prior to

 If a Notice of Objection is delivered to ABC during the thirty (30) day period following the delivery thereof, the Purchaser and ABC shall work in good faith in an attempt to resolve in writing any differences that they may have with respect to any matter specified in the Notice of Objection for an additional period of thirty (30) days. If, at the end of such additional period, the Purchaser and ABC have not reached agreement on such matters, the matters that remain in dispute shall be submitted to the Accountants who shall resolve such items within twenty (20) Business Days. The Accountants shall determine the Closing Net Working Capital and the amount of the Other Liabilities. The fees and expenses of the Accountants shall be paid by the party whose proposed adjustment or proposed calculation, as the case may be, is not accepted by the Accountants.

 If a Notice of Objection is received by ABC within the thirty (30) day period specified in Section 2.4.2, then the Closing Statement shall become final and binding upon the parties on the earlier of (i) the date the parties resolve in writing any differences they have with respect to all matters specified in the Notice of Objection or (ii) the date all disputed matters specified in the Notice of Objection are finally resolved in writing by the Accountants.

 Within ten (10) days following the date on which the Closing Statement becomes final and binding on the parties, certain payments shall be made to the Purchaser, as follows:

if (i) the amount obtained by subtracting (x) the Other Liabilities Differential from (y) the sum of (A) the Closing Net Working Capital, (B) the Closing Maintenance Amount and (C) the Closing Debt Service Amount is less than (ii) the sum of (1) the Target Net Working Capital, (2) the Target Maintenance Amount and (3) the ABC Advance, then (I) ABC shall repay an amount equal to 75% of such difference to the Purchaser, as a decrease to the ABC Purchase Price; and (II) CDP Investissements shall repay and amount equal to 25% of such difference to the Purchaser, as a decrease to the CDP Purchase Price; and

if the Excess Cash Differential is negative, then (i) ABC shall repay an amount equal to 75% of the absolute value of the Excess Cash Differential to the Purchaser, as a decrease to the ABC Purchase Price and (ii) CDP Investissements shall repay an amount equal to 25% of the absolute value of the Excess Cash Differential to the Purchaser, as a decrease to the CDP Purchase Price.

If, based upon the final and binding Closing Statement:

the amount (i) obtained by subtracting (x) the Other Liabilities Differential from (y) the sum of (A) the Closing Net Working Capital, (B) the Closing Maintenance Amount and (C) the Closing Debt Service Amount exceeds (ii) the sum of (1) the Target Net Working Capital, (2) the Target Maintenance Amount and (3) the ABC Advance, then the amount so obtained (the “Working Capital Upward Adjustment”) shall be paid in accordance with Section 2.5; and

the Excess Cash Differential is positive, such amount shall be paid in accordance with Section 2.5.

 The amounts payable by ABC and CDP Investissements pursuant to Section 2.4.5 shall be paid by wire transfer of immediately available funds to a bank account designated by the Purchaser no later than five (5) days following the date on which the Closing Statement becomes final and binding on the parties.

Upward Purchase Price Adjustment

 Subject to the provisions of this Section 2.5, the portion of the Aggregate Purchase Price corresponding to the Working Capital Upward Adjustment and the Excess Cash Differential (where such amount is positive) (the aggregate amount, the “Upward Purchase Price Adjustment”) shall be paid by the Purchaser to ABC and CDP Investissements in quarterly instalments (each, a “Payment Instalment”), in accordance with the following provisions:

the Purchaser shall cause the GP to determine the amount of Distributable Cash at the end of each calendar quarter and shall cause the GP to distribute such Distributable Cash to the Purchaser within ten (10) days of the end of such calendar quarter;

within five (5) Business Days of the receipt of Distributable Cash received from the Partnership pursuant to Section 2.5.1(a), the Purchaser shall pay ABC and CDP Investissements, as a Payment Instalment, an amount equal to the lower of (i) the Distributable Cash received from the Partnership and (ii) the Upward Purchase Price Adjustment, minus the sum of all Payment Instalments previously paid to ABC and CDP Investissements, plus interest accrued thereon pursuant to Section 2.5.1(d);

the Purchaser shall make such number of Payment Instalments as are required to pay the portion of the ABC Purchase Price and the CDP Purchase Price corresponding to the Upward Purchase Price Adjustment, and interest accrued thereon pursuant to Section 2.5.1(d), payable to ABC and CDP Investissements;

the portion of the ABC Purchase Price and the CDP Purchase Price corresponding to the Upward Purchase Price Adjustment shall bear interest

from the Closing Date at a rate equal to the interest rate actually earned by the Partnership in the Excess Cash Account until final payment thereof;

the parties acknowledge that the Purchaser’s obligation to pay the Upward Purchase Price Adjustment to the Vendors shall in no way preclude or impede the Partnership from making those capital expenditures set out in Schedule 2.5.1(e) hereof or other capital expenditures as reasonably determined by the Purchaser, and the Purchaser agrees to cause the Partnership to reasonably attempt to allocate funds for capital expenditures so as to minimize the impact of the Partnership’s capital expenditures on the amount of Distributable Cash; and

any Payment Instalment shall be allocated in the proportion of 75% to ABC and 25% to CDP Investissements.

Taxes and Consent Costs

Allocation of Income or Loss of the Partnership

Notwithstanding any provision of the Limited Partnership Agreement to the contrary, the amount of income or loss of the Partnership for Canadian federal and provincial income tax purposes from each source for the fiscal year of the Partnership that includes the Closing Date shall be allocated in accordance with the following rules:

the GP shall compute the amount that would have been the income or loss of the Partnership from each source had the fiscal year of the Partnership ended at midnight of the day immediately before the Closing Date (the “Notional Year-End”); and

there shall be allocated to those persons or partnerships that are members of the Partnership at the Notional Year-End such amounts of income or loss of the Partnership for the period ending at the Notional Year-End as would have been allocated to each of them in accordance with the Limited Partnership

Agreement had the Notional Year-End been an actual fiscal year end of the Partnership; provided that such amounts of income or loss shall be computed on the basis that the Partnership has claimed no discretionary deductions, as consistent with past practice.

Competition Act and Canada Transportation Act

ABC and the Purchaser shall cooperate and use their reasonable commercial efforts to file with the Commissioner, as soon as possible after the date of execution of this Agreement, but in any event no later than five (5) Business Days after said execution date, an application (the “Application”) requesting that the Commissioner issue an advance ruling certificate under section 102 of the Competition Act (an “ARC”) or, in the alternative, a letter confirming that the Commissioner does not, at that time, intend to challenge the transaction contemplated by this Agreement under section 92 of the Competition Act along with a waiver under paragraph 113(c) of the Competition Act relieving the parties from the obligation to file under Part IX of the Competition Act (collectively, a “No-Action Letter”). ABC and the Purchaser shall cooperate fully with each other and will each use its reasonable commercial efforts to obtain an ARC or No-Action Letter as soon as possible. In the event that the Commissioner does not issue an ARC or No-Action Letter within fifteen (15) days of the filing of the Application (or such later date as the parties may agree), ABC and the Purchaser shall file the requisite notification required under section 114(1) of the Competition Act (a “Notification”) no later than five (5) Business Days thereafter.

ABC and the Purchaser shall cooperate and use their reasonable commercial efforts to file with the Minister, on a without prejudice basis, as soon as possible after the date of execution of this Agreement, but in any event no later than five (5) Business Days after said execution date, all materials and submissions appropriate and advisable to be filed pursuant to subsections 53.1 (1) and 53.1(2) of the Canada Transportation Act (but for greater certainty, such filing will not include the information required to be filed under subsection 114(1) of the Competition Act as such information will not have been prepared and filed with the Commissioner at such time, however, ABC and the Purchaser shall subsequently file with the Minister the information required under subsection 114(1) of the Competition Act if such notification is filed with the Commissioner pursuant to subsection 3.1.1 hereof). ABC and the Purchaser shall cooperate fully with each other and will each use its reasonable commercial efforts to obtain as soon as possible the Minister’s confirmation pursuant to subsection 53.1(4) of the Canada Transportation Act that he is of the opinion that

the transaction contemplated by this Agreement does not raise issues with respect to the public interest as it relates to national transportation or, if necessary, to obtain approval of the Governor in Council for the transaction contemplated by this Agreement pursuant to subsection 53.2(7) of the Canada Transportation Act.

 ABC shall co-operate with and assist the Purchaser (including providing the Purchaser with any information that it reasonably requires) in preparing the filings referenced in Sections 3.1.1 and 3.1.2 and all other submissions, filings, or responses to questions from the Commissioner or the Minister. Neither ABC nor the Purchaser shall provide any oral or written representations, statements, information or other filings to the Commissioner or the Minister without first giving the other party a reasonable opportunity to provide its comments, and the party receiving such comments shall give due and appropriate consideration to such comments before providing any such representations, statements, information or other filings to the Commissioner or Minister. Neither ABC nor the Purchaser shall participate in any telephone or in-person meeting in connection with the filings contemplated under this Section 3.1 unless the other party has been given a reasonable opportunity to participate in such meeting, unless not permitted at law.

 ABC and the Purchaser shall promptly respond to all requests for information from the Commissioner and the Minister.

 All regulatory process fees payable to the Government of Canada in connection with the application for an ARC/No-Action Letter and/or a Notification under the Competition Act, as contemplated by this Section 3.1, shall be borne by the Purchaser.

 CDPQ and CDP Investissements will cooperate with ABC and the Purchaser and use their reasonable commercial efforts to provide any information required on their part, if any, as respective holders of the CDPQ Shares and the CDP Units, for the purposes of the filings referred to in Sections 3.1.1 and 3.1.2.

Conduct of Business Prior to Closing

 During the period from the date hereof to the Time of Closing, ABC shall ensure that the ACH Parties shall:

conduct the Business and the operations and affairs of the ACH Parties only in the ordinary and normal course of business consistent with past practice;

conduct the Business and operations and affairs of the ACH Parties in all material respects in accordance with all Applicable Laws, and in full compliance with all Applicable Laws relating to the payment of compensation to the Employees, and the deduction, remittance and reporting of source deductions and related employer contributions in respect of same;

use reasonable commercial efforts to preserve intact the Business and the property, assets, operations and affairs of the ACH Parties and promote and preserve for the Purchaser the goodwill of the Employees, unions, suppliers, customers and others having business relations with the ACH Parties; and

pay and discharge the liabilities of the ACH Parties in the ordinary course in accordance and consistent with the previous practice of the ACH Parties, except those contested in good faith by the ACH Parties.

 During the period from the date hereof to the Time of Closing, ABC shall ensure that the ACH Parties shall not, subject to Section 4.1.2(d), without the prior written consent of the Purchaser, agree, commit or enter into any understanding to take any of the following actions:

amend the articles, by-laws, constating documents or similar document adopted or filed in connection with the creation, formation or organization of any of the ACH Parties, except for the termination of the Governance Agreements other than the Limited Partnership Agreement, at or prior to Closing;

redeem, purchase, retire or otherwise acquire, directly or indirectly, any of the Securities or any of the shares of the Nominees;

issue or sell any shares, units or other securities or issue, sell or grant any option, warrant or right to purchase any of its shares, units or other securities or issue any security convertible into the securities of any of the ACH Parties, grant any registration rights or otherwise make any change to the authorized or issued capital of any of the ACH Parties;

dispose of any of the assets reflected on the balance sheet forming part of the Annual Financial Statements, except sales of assets in the ordinary and normal course of business consistent with past practice;

make any change in its accounting principles, policies, practices or methods;

cancel or waive any debt, claim or other right owed to, or for the benefit of, any ACH Party, other than as reflected in the Closing Net Working Capital;

incur or assume any liabilities or obligations of any nature, whether absolute, accrued, contingent or otherwise, except unsecured current liabilities incurred in the ordinary and normal course of business consistent with past practice;

mortgage, pledge, grant a security interest in or otherwise create an Encumbrance on any of property or assets of any ACH Party, except in the

ordinary and normal course of business consistent with past practice and in amounts which, individually and in the aggregate, are not material to the financial condition of the ACH Parties or the operation of the Business;

other than the addition of Schedules K-2 and K-3 to the OPA Contract, to be in substantially the same form as Schedule K-1 thereto, and the transfer of the Bowman Property, enter into any contract or any other transaction that is not in the ordinary and normal course of business consistent with past practice;

terminate, cancel, modify or amend or take or fail to take any action which would entitle any party to any Facilities Contract to terminate, cancel, modify or amend any Facilities Contract except for the termination of the Governance Agreements other than the Limited Partnership Agreement, at or prior to Closing;

except to the extent reflected in the Closing Net Working Capital, incur any indebtedness for borrowed money to any other Person or incur any other liability or obligation to any other Person which is required to be classified as a liability on the liability side of a balance sheet in accordance with GAAP;

give or agree to give or become a party to or bound by any guarantee, surety or indemnity in respect of indebtedness or other obligations or liabilities of any other Person or become a party to any other commitment by which any ACH Party is, or is contingently, responsible for such indebtedness or other liability or obligation;

purchase or otherwise acquire any interest in any securities of any other Person;

enter into any Contract or commitment to, or otherwise proceed to, hire or terminate the services of any officer or senior management Employee;

enter into or amend any agreement not at arm’s length including with any Affiliate of the Vendors except for the Definitive Agreements and the transfer of land referred to in Section 3.6; or

agree, commit or enter into any understanding to take any actions enumerated in paragraphs (a) to (o) of this Section 3.2.2.

During the period from the date hereof to the Time of Closing, ABC shall notify the Purchaser if ABC enters into, engages in or concludes any negotiations with any union or bargaining agent in respect of any Employees that would improve any such Employee’s compensation or benefits or that would otherwise materially increase ABC’s obligations with respect to any Employees, provided that notice is

not required for ABC’s participation in or negotiation of the matters disclosed in Schedule 6.2.11(e).

 During the period from the date hereof to the Time of Closing, ABC shall continue to maintain in full force and effect all policies of insurance or renewals thereof now in effect and shall give all notices and present all claims under all policies of insurance in a due and timely fashion.

 Notwithstanding Sections 3.2.1 and 3.2.2, ABC may, prior to the Time of Closing, but only after its receipt of all required consents or waivers required to proceed therewith (including from CDPQ pursuant to the CDPQ Credit Agreement and from CIBC pursuant to the credit agreement between the Partnership and CIBC), if any, and the delivery of a copy of all such consents and waivers to the Purchaser:

cause the Partnership to transfer all of the funds then in the Automation Account to ABC;

cause the Partnership to transfer to the Vendors all of the funds from the Excess Cash Account, less the sum of the estimated amount of accrued interest payable by the Partnership under the CDPQ Credit Agreement as at the Closing Date, as set out in writing by ABC pursuant to Section 2.2.6, plus $500,000;

cause the Partnership to transfer the ABC Advance Interest Amount to ABC;

perform all such acts as may be required in connection with the filing of the amended rollover forms in respect of the 2007 Transaction;

transfer insurance proceeds payable to the Vendors in respect of losses payable under Sections 4.2.1(ii) or 4.2.2, if any; and

cause the Partnership to pay the special performance bonuses referred to at item 1 of Schedule 6.2.1(i).

Actions to Satisfy Conditions

 ABC and the Purchaser shall negotiate in good faith the terms of the Definitive Agreements in accordance with Section 5.2 and as otherwise agreed between ABC and the Purchaser in writing; and

 each of the parties shall use its reasonable commercial efforts to take all such actions, or cause all such actions to be taken, as are within its control or the control of any of its Affiliates, so as to ensure the satisfaction of all other conditions to Closing for which it is responsible pursuant to Article 5.

Updates to Information

If at any time prior to the Time of Closing ABC becomes aware of any fact or event occurring after the date hereof that has or would reasonably be expected to have the effect of making any of the representations and warranties in Schedule 6.2 untrue or incorrect such that the condition in Section 5.5.1 with respect to ABC would not be satisfied at Closing, then ABC shall promptly deliver an update of the representations and warranties made to the Purchaser in Schedule 6.2 and the related Schedules (each such update being hereinafter referred to as an “Update”) along with any supporting information ABC may have to assist the Purchaser in determining the financial impact of the Update including, where relevant, a copy of the underlying claim and other communications with respect thereto and an estimate of the insurance proceeds expected to be received by the Partnership with respect to the fact or event relating to such Update (together with a copy of the notice of claim delivered to the insurers). In the event that the Purchaser does not have sufficient time before the Closing Date agreed upon by the parties to reasonably assess the impact of the Update, the parties agree that they shall delay the Closing Date until the process described in Section 3.4.2 has been completed. If the Closing Date is delayed to a date that is after the Outside Date, the Outside Date shall be postponed to the date that is five (5) Business Days after the delayed Closing Date.

The parties’ determination of the financial impact on the Business attributable to Updates (the “Disclosure Update Impact”) shall be made as follows:

The Purchaser shall estimate the Disclosure Update Impact of each Update within a reasonable time after receipt of the Update and supporting documentation and in any event, no later than fifteen (15) days thereafter, and shall notify ABC in writing of such estimate (each such notice being an “Impact Notice”). In the Impact Notice the Purchaser may specify the Disclosure Update Impact as an exact dollar amount or, if the Purchaser is unable to determine the exact amount, it shall specify whether the Disclosure Update Impact is (i) less than or equal to $2,000,000, or (ii) more than $2,000,000.

Within ten (10) days of its receipt of an Impact Notice, ABC shall notify the Purchaser in writing as to whether it agrees or disagrees with the Purchaser’s determination of the Disclosure Update Impact, including whether it agrees or disagrees that the Disclosure Update Impact is (i) less than or equal to $2,000,000, or (ii) more than $2,000,000 and, if applicable, whether it agrees or disagrees with any exact amount specified by the Purchaser.

If both the Purchaser and ABC agree that the Disclosure Update Impact of all Updates is less than or equal to $2,000,000 in the aggregate (regardless of whether they agree on the exact amount), then:

the Purchaser shall be deemed to have waived the Closing condition set out in Section 5.5.1 with respect to such Updates, in which case the representations and warranties shall be deemed unamended by Updates for the purposes of Section 3.4.3(b);

the Purchaser Indemnified Parties shall have the right to seek indemnification after Closing pursuant to Section 10.2.1 for Losses resulting from or arising out of such Updates, provided that in no event may the Purchaser Indemnified Parties claim aggregate Losses in respect of such Updates in an amount that exceeds $2,000,000 (plus interest); and

the ABC Basket shall be adjusted as provided in Section 10.13.

 If either or both of the Purchaser and ABC advises the other that the Disclosure Update Impact of all Updates is more than $2,000,000 in the aggregate (regardless of whether they agree on the exact amount), then:

the Purchaser retains the right to waive or not waive the Closing condition set out in Section 5.5.1 with respect to such Updates; and

if the Purchaser does waive such Closing condition, the Purchaser Indemnified Parties will not have the right to seek indemnification after Closing pursuant to Section 10.2.1 with respect to any Losses resulting from or arising out of such Updates.

This Section 3.4 applies only to the extent that the Update does not result exclusively in Lost Assets, in which case Vendors shall provide a Loss Notice to Purchaser in accordance with Article 4.

Exclusive Dealings

any possible assignment, transfer, sale, lease or license of any interest in any of the ACH Parties or of all or any portion of the Business;

 any possible investment in any ACH Party; or

 any possible subscription for any units, shares or other interests in any ACH Party;

no matter how structured. The parties acknowledge that the foregoing covenant is provided jointly and not solidarily, each of ABC and CDPQ being responsible only for its own breach.

Bowman Property

Fort Frances Unpinned Land and Fort Frances Possessory Land

Risk of Loss

 ABC shall provide written notice to the Purchaser and CDPQ (the “Loss Notice”) as soon as reasonably practicable following ABC becoming aware of the destruction, damage, loss or potential loss of the Lost Assets, providing such information as ABC may have with respect to the circumstances of the destruction, damage, loss or potential loss and the nature of the Lost Assets, together with ABC’s reasonable estimate of the replacement value or cost of repair of the Lost Assets (the “Damage Deduction”), including (i) an estimate of the proceeds to be recovered by the Partnership from insurance in connection with

such Lost Assets, (ii) ABC’s assumptions and detailed calculations regarding the determination of the Damage Deduction and (iii) any communications between ABC and its insurers with respect to the Lost Assets.

 Following its receipt of a Loss Notice, the Purchaser shall elect one of the following:

The Purchaser may elect to complete the transactions contemplated in this Agreement without reduction of the ABC Purchase Price, the CDP Purchase Price or the CDPQ Purchase Price. The Purchaser shall make such election by notice in writing given to the Vendors within thirty (30) days of the Purchaser’s receipt of a Loss Notice. Any and all elections by the Purchaser with respect to Loss Notices shall be deemed of no effect if a further Loss Notice is received by the Purchaser after the latest election.

If the Damage Deduction as determined in accordance with Section 4.1.3 is less than or equal to $15,000,000 in the aggregate with respect to all Loss Notices, the Purchaser may elect to complete the transactions contemplated by this Agreement and reduce the Aggregate Purchase Price by the Damage Deduction. The Purchaser shall make such election by notice in writing given to the Vendors within thirty (30) days following the final determination of the Damage Deduction with respect to all Loss Notices in accordance with Section 4.1.3, failing which it shall be deemed to have terminated this Agreement pursuant to Section 9.1.2.

If the Damage Deduction as determined in accordance with Section 4.1.3 is greater than $15,000,000 in the aggregate with respect to all Loss Notices, the Purchaser may elect to terminate this Agreement pursuant to Section 9.1.2. The Purchaser shall make such election by notice in writing given to the Vendors within thirty (30) days following the final determination of the Damage Deduction with respect to all Loss Notices in accordance with Section 4.1.3, failing which it shall be deemed to have made the election set forth in Section 4.1.2(a).

Without limiting the generality of the foregoing and notwithstanding anything to the contrary in Section 3.2.2, the Purchaser agrees that between the date hereof and Closing, ABC shall be permitted but not obligated to repair and/or replace any Lost Assets, at any time prior to Closing. In such event:

if the Purchaser has made an election pursuant to Section 4.1.2(b), the Damage Deduction and the correlative adjustment to the Aggregate Purchase Price shall be adjusted to take into account such repair and/or replacement; and

if the Purchaser has made an election pursuant to Section 4.1.2(a), ABC may use, subject to the prior approval of the Purchaser, acting reasonably, the proceeds of insurance for such Lost Assets to pay the reasonable out-of-pocket costs and expenses directly incurred by ABC (and not by any ACH Party) for such repair or replacement, and any remaining insurance proceeds (other than business interruption insurance) shall be payable to the Partnership in accordance with Section 4.2.1.

 For the purposes of Sections 4.1.2(b) and 4.1.2(c), the Damage Deduction as set out in a Loss Notice shall be final and binding on the parties unless, within thirty (30) days following the Purchaser’s receipt of the Loss Notice and receipt of all information required pursuant to Section 4.1.1, the Purchaser gives ABC written notice of objection (the “Notice of Damage Deduction Objection”) specifying in reasonable detail the nature of any objections so asserted, the specific dollar amount proposed and the basis therefor. The Purchaser and ABC shall work in good faith in an attempt to resolve in writing any differences that they may have with respect to any matter specified in the Notice of Damage Deduction Objection. If, at the end of a ten (10) day period commencing upon delivery of the Notice of Damage Deduction Objection to the Vendors, the Purchaser and ABC have not reached an agreement on such matters, the valuation of the Lost Assets shall be submitted to a third party valuator (the “Valuator”) selected by both parties, which Valuator shall deliver its report within thirty (30) Business Days. If the parties cannot agree on a Valuator within five (5) days, the Accountants shall be appointed as Valuator. The fees and expenses of the Valuator shall be split evenly as between the Purchaser and ABC. The Valuator shall be instructed that its determination of the Damage Deduction may not be higher than the highest of ABC’s or Purchaser’s determination of the Damage Deduction or lower than the lowest of the ABC’s or the Purchaser’s determination of the Damage Deduction. Provided the determination of the Valuator falls within the range of the Purchaser’s determination and the ABC’s determination, the Valuator’s determination shall be binding on the parties. In the event that the final determination of the Damage Deduction in accordance with this Section 4.1.3 is confirmed to or received by the parties less than ten (10) Business Days prior to the Outside Date, the Outside Date shall be postponed to the date that is ten (10) Business Days after such date of confirmation or receipt.

 Section 4.1.3 shall apply mutatis mutandis to the situation described in Section 4.1.2(d)(i) except, in such case, the Valuator shall be called upon to determine the Damage Deduction, as adjusted to account for the repair and/or replacement made by the Vendors of any Lost Assets.

Insurance Proceeds for Lost Assets

 If the Purchaser makes or is deemed to make the election in Section 4.1.2(a), then (i) all proceeds of any insurance (except as provided in (ii) below or in

Section 4.1.2(d)(ii)) or compensation for expropriation or seizure with respect to the Lost Assets shall be for the account of and payable to the Partnership, and (ii) all proceeds of any business interruption insurance which compensates for business lost during the period between the date hereof and the Closing shall be for the account of the Vendors, 75% to ABC and 25% to CDP Investissements.

 If the Purchaser makes the election in Section 4.1.2(b), then all proceeds of any insurance or compensation for expropriation or seizure with respect to the Lost Assets, including all proceeds of any business interruption insurance which compensates for business lost during the period between the date hereof and the Closing Date, shall be for the account of the Vendors, 75% to ABC and 25% to CDP Investissements.

 The Purchaser and ABC shall, at all times, use reasonable commercial efforts to (i) preserve and submit claims promptly; (ii) maximize the proceeds of any insurance payable pursuant to Section 4.2; and (iii) shall cooperate with each other with respect to any insurance claims.

 Should any proceeds of insurance be required to be turned over to the Partnership pursuant to Section 4.2.1(i), the Purchaser may either (i) require that the claim relating to such insurance proceeds be assigned to the Partnership, provided that such assignment is permitted under the terms of the applicable insurance policy; or (ii) require that any insurance proceeds remitted to ABC or its Affiliates after the Closing Date be turned over to the applicable ACH Party. If a claim relating to insurance proceeds cannot be assigned to the Partnership (the “Insurance Claim”), then ABC will:

maintain its existence and hold the Insurance Claim in trust for the Purchaser;

comply with the terms and provisions of the insurance policies relating to the Insurance Claim as agent for the Purchaser at the Purchaser’s cost and for the Purchaser’s benefit;

co-operate with the Purchaser in any reasonable and lawful arrangements designed to provide the benefits of the Insurance Claim to the Purchaser; and

enforce, at the reasonable request of the Purchaser and at the expense and for the account of the Purchaser, any rights of ABC under or arising from the Insurance Claim against any third Person. For clarity, ABC shall not have the obligation to claim insurance proceeds relating to an Insurance Claim in excess of the proceeds of insurance estimate by ABC in its Loss Notice.

Closing

Definitive Agreements to be Executed at Closing

 an assignment from ABC, its Affiliates and their respective employees in favour of the Partnership of all the rights, title and interests in and to the Intellectual Property, other than the Intellectual Property listed in Part A of Schedule 5.2.1, owned by ABC, its Affiliates and their respective employees and that is used primarily by ABC, its Affiliates or the ACH Parties in connection with the Business, including the Intellectual Property listed in Part B of Schedule 5.2.1 and the software licenses listed in item 1 of Schedule 6.2.5(e);

 written confirmation of the termination and release of all surviving rights and obligations under the 2007 APA, effective as at Closing;

 an easement agreement, submitted for registration, between ABC and the applicable Nominee granting a non-exclusive easement in favour of ABC to permit transmission and distribution lines and access thereto for maintenance and general rights of access in order to preserve and protect its rights contemplated by Sections 5.2(a), 18.4, 18.5 and 18.6 of the Power Purchase Agreement, over:

the property owned by the applicable Nominee described in Schedule 5.2.3; and

the property referred to in Schedule 5.2.5 as the T7 Lands, upon the transfer of the T7 Lands from ABC to ACH Iroquois Falls Inc.,

amendments, submitted for registration, to the following easement agreements between ACI and the applicable Nominee:

easement registered on December 21, 2007 as Instrument No. RD9879 in the land registry office for the land titles division of Rainy River (No. 48) given by ACI in favour of ACH Fort Frances Inc. for electricity transmission and distribution lines;

easement registered on December 21, 2007 as Instrument No. RD9880 in the land registry office for the land titles division of Rainy River (No. 48) given by ACI in favour of ACH Fort Frances Inc. for maintenance of electricity transmission and distribution lines;

the portion of the easements contained in the transfer registered on December 3, 2010 as Instrument No. CB69376 in the land registry office for the land titles division of Cochrane (No. 6) for electricity transmission and distribution lines relating to Parts 31, 36 and 38 on Plan 6R-8115, Parts 1, 2, 3, 4 and 5 on Plan 6R-8056 and Parts 1, 2, 3 and 4 on Plan 6R-6832.

for the termination of such easements (or the relevant portion) in the event that the Partnership does not pay (including by set-off or compensation) Termination Damages (as defined in the Power Purchase Agreement) to ABC within 30 days from a final non-appealable judgment declaring that Termination Damages are payable by the

that such easements (or the relevant portion) automatically terminate, without any further act or formality, if a transferee that acquires the Facilities in connection with an Insolvency Proceeding no longer provides access to the IESO Controlled Grid to the Mills (as defined in the Power Purchase Agreement) and prevents the Mills from scheduling their respective consumption of power, which would have constituted a default under the Power Purchase Agreement and would not have been excused, and such default has not been cured within the cure period initially set forth in the Power Purchase Agreement;

that such amendments shall no longer have any effect from and after the date on which the Partnership first becomes entitled to disconnect the Fort Frances Mill or Iroquois Falls Mill, as applicable, from the applicable portion of the Transmission System pursuant to the Power Purchase Agreement;

 the lease between ABC and ACH Iroquois Falls Inc. described at paragraph A.1(d) of Schedule 5.2.5; and

 an amendment to the lease dated as of March 31, 2007 between ACH Fort Frances Inc., as landlord, and ACI, as tenant, for a grant of a new lease on Closing for a term of 50 years less one (1) day, on the same terms and conditions thereof except with respect to the addition of rights in favour of the Partnership to renovate or demolish the premises provided that the Partnership relocates those services and equipment identified by ABC, acting reasonably, to be essential at the sole cost and expense of the Partnership as well as termination rights in the event of the Mill Closure (as defined in the Power Purchase Agreement) of the Fort Frances Mill.

Conditions of Closing in Favour of CDPQ and CDP Investissements

 all representations and warranties of the Purchaser contained in this Agreement shall be deemed to have been made again at and as of the Closing Date, and shall then be true and correct (except to the extent such representations and warranties expressly relate to an earlier date, and in such case, shall be true and correct on

and as of such earlier date), and the Purchaser shall have delivered a certificate of a senior officer of the Purchaser to that effect, dated the Closing Date;

the Purchaser shall have performed and complied in all material respects with all covenants and agreements required by this Agreement to be performed or complied with by it on or prior to the Closing Date, and the Purchaser shall have delivered a certificate of a senior officer of the Purchaser to that effect, dated the Closing Date;

no preliminary or permanent injunction, decree, ruling or Order issued by a Governmental Authority, and no statute, rule, regulation, or Order which restrains, enjoins, prohibits, or otherwise makes illegal the consummation by CDPQ and CDP Investissements of the transactions contemplated hereby shall be in effect;

(i) the parties shall have received an advance ruling certificate in accordance with Section 102 of the Competition Act from the Commissioner; (ii) the Commissioner shall have waived the obligation to notify and supply information under Part IX of the Competition Act pursuant to paragraph 113(c) of the Competition Act and the Commissioner shall have confirmed in writing, in form and substance satisfactory to CDP Investissements and CDPQ, acting reasonably, that the Commissioner has no intention to file an application under the Competition Act in connection with the purchase and sale of the Securities; or (iii) the statutory waiting period under Section 123 of the Competition Act shall have expired and the Commissioner shall have confirmed in writing, in form and substance satisfactory to CDP Investissements and CDPQ, acting reasonably, that the Commissioner has no intention to file an application under the Competition Act in connection with the purchase and sale of the Securities;

the parties shall have received, pursuant to subsection 53.1(4) of the Canada Transportation Act, written notice from the Minister that he is of the opinion that the transactions contemplated by this Agreement do not raise issues with respect to the public interest as it relates to national transportation or, if such notice has not been received, the transactions contemplated by this Agreement shall have been approved in writing by the Governor in Council pursuant to subsection 53.2(7) of the Canada Transportation Act, in form and substance satisfactory to CDP Investissements and CDPQ, acting reasonably, such that the completion of the transactions contemplated by this Agreement shall not be prohibited pursuant to subsection 53.2(1) of the Canada Transportation Act;

the Purchaser shall have delivered on or prior to Closing:

the portion of the CDP Purchase Price payable to CDP Investissements at the Time of Closing pursuant to Section 2.2;

the CDPQ Purchase Price to CDPQ as required by Section 2.2.4;

copies of (i) the Purchaser’s articles of incorporation and by-laws; and (ii) resolutions of the shareholders and/or board of directors of the Purchaser approving the transactions contemplated in this Agreement, certified by a senior officer of the Purchaser as of the Closing Date;

a written release by the Purchaser in favour of the director of the GP nominated to the board by CDPQ, with respect to any and all matters arising prior to the Closing Date; and

 the Purchaser and ABC shall have closed the transaction with respect to the sale of the ABC Units and ABC Shares hereunder concurrently with the closing with respect to the sale of the CDP Units and CDPQ Shares hereunder.

Conditions of Closing in Favour of ABC

all representations and warranties of the Purchaser contained in this Agreement shall be deemed to have been made again at and as of the Closing Date, and shall then be true and correct (except to the extent such representations and warranties expressly relate to an earlier date, and in such case, shall be true and correct on and as of such earlier date), and the Purchaser shall have delivered a certificate of a senior officer of the Purchaser to that effect, dated the Closing Date;

the Purchaser shall have performed and complied in all material respects with all covenants and agreements required by this Agreement to be performed or complied with by it on or prior to the Closing Date, and the Purchaser shall have delivered a certificate of a senior officer of the Purchaser to that effect, dated the Closing Date;

no preliminary or permanent injunction, decree, ruling or Order issued by a Governmental Authority, and no statute, rule, regulation, or Order which restrains, enjoins, prohibits, or otherwise makes illegal the consummation by ABC of the transactions contemplated hereby shall be in effect;

(i) the parties shall have received an advance ruling certificate in accordance with Section 102 of the Competition Act from the Commissioner; (ii) the Commissioner shall have waived the obligation to notify and supply information under Part IX of the Competition Act pursuant to paragraph 113(c) of the Competition Act and the Commissioner shall have confirmed in writing, in form and substance satisfactory to ABC, acting reasonably, that the Commissioner has no intention to file an application under the Competition Act in connection with the purchase and sale of the Securities; or (iii) the statutory waiting period under Section 123 of the Competition Act shall have expired and the Commissioner

shall have confirmed in writing, in form and substance satisfactory to ABC, acting reasonably, that the Commissioner has no intention to file an application under the Competition Act in connection with the purchase and sale of the Securities;

the parties shall have received, pursuant to subsection 53.1(4) of the Canada Transportation Act, written notice from the Minister that he is of the opinion that the transactions contemplated by this Agreement do not raise issues with respect to the public interest as it relates to national transportation or, if such notice has not been received, the transactions contemplated by this Agreement shall have been approved in writing by the Governor in Council pursuant to subsection 53.2(7) of the Canada Transportation Act, in form and substance satisfactory to ABC, acting reasonably, such that the completion of the transactions contemplated by this Agreement shall not be prohibited pursuant to subsection 53.2(1) of the Canada Transportation Act;

the parties shall have sent the notices and obtained the consents and approvals listed on Part A of Schedule 5.4.6, in form and substance satisfactory to ABC;

the Definitive Agreements shall have been executed by the parties thereto on or before the Closing Date as required by Section 5.2;

the Purchaser shall have delivered to ABC on or prior to Closing:

the portion of the ABC Purchase Price payable to ABC at the Time of Closing pursuant to Section 2.2;

the ABC Advance required by Section 2.3;

copies of (i) the Purchaser’s articles of incorporation and by-laws; and (ii) resolutions of the shareholders and/or board of directors of the Purchaser approving the transactions contemplated in this Agreement, certified by a senior officer of the Purchaser as of the Closing Date;

certificates of status, compliance, good standing or like certificate with respect to the Purchaser issued by the appropriate Governmental Authority and dated within ten (10) days before the Closing Date;

signed copies of all corporate documents and forms required to change the name of the GP pursuant to Section 7.1;

a written release by the Purchaser in favour of each of the directors of the GP nominated to the board by ABC, with respect to any and all matters arising prior to the Closing Date;

such other certificates, instruments, and documents required by this Agreement or as may be reasonably requested by ABC and agreed to by the

Purchaser prior to the Closing Date to carry out the intent and purposes of this Agreement.

Conditions of Closing in Favour of the Purchaser

subject to the Updates for which the Purchaser has waived the Closing condition pursuant to Section 3.4.3(a) or 3.4.4(b), (i) the representations and warranties of ABC, CDPQ and CDP Investissements set forth in Sections 6.1.1 and 6.1.2 of this Agreement and Sections 6.2.1(a), 6.2.1(b), 6.2.1(c), 6.2.2, 6.2.3(a) and 6.2.6 of Schedule 6.2, contained in this Agreement shall be deemed to have been made again at and as of the Closing Date, and shall then, without giving effect to any Update other than the Updates for which the Purchaser has waived the Closing conditions pursuant to Section 3.4.3(a) or 3.4.4(b) be true and correct (except (a) to the extent such representations and warranties expressly relate to an earlier date, and in such case, shall be true and correct in all respects on and as of such earlier date and (b) the representations and warranties of ABC in Section 6.2.2(k) of Schedule 6.2 shall be true and correct on the Closing Date as if read without reference to the Governance Agreements other than the Limited Partnership Agreement) and (ii) all other representations and warranties of ABC, CDPQ and CDP Investissements contained in this Agreement shall be deemed to have been made again at and as of the Closing Date, and shall then without giving effect to any Update other than the Updates for which the Purchaser has waived the Closing conditions pursuant to Section 3.4.3(a) or 3.4.4(b) be true and correct in all material respects (except to the extent such representations and warranties expressly relate to an earlier date, and in such case, shall be true and correct in all material respects on and as of such earlier date) and each of ABC, CDPQ and CDP Investissements shall have delivered a certificate of a senior officer of such party to that effect, dated the Closing Date;

each of ABC, CDPQ and CDP Investissements shall have performed and complied in all material respects, individually and in the aggregate, with all covenants and agreements required by this Agreement to be performed or complied with by it on or prior to the Closing Date, and each of ABC, CDPQ and CDP Investissements shall have delivered a certificate of a senior officer of such party to that effect, dated the Closing Date; provided however, that should the Purchaser choose to waive this condition, it shall not be deemed to have waived its rights to require each or any of ABC, CDPQ and CDP Investissements, as applicable, to perform such covenants and agreements from and after the Closing Date and provided further that the Purchaser’s waiver notice specify in detail those covenants and agreements to be performed after the Closing Date.

no preliminary or permanent injunction, decree, ruling, Order or Legal Proceeding pending, threatened or issued by a Governmental Authority or any Person and no statute, rule, regulation, or Order which restrains, enjoins, prohibits, or otherwise makes illegal the consummation by the Purchaser of the transactions contemplated hereby, shall be in effect;

(i) the parties shall have received an advance ruling certificate in accordance with Section 102 of the Competition Act from the Commissioner; (ii) the Commissioner shall have waived the obligation to notify and supply information under Part IX of the Competition Act pursuant to paragraph 113(c) of the Competition Act and the Commissioner shall have confirmed in writing, in form and substance satisfactory to the Purchaser, acting reasonably, that the Commissioner has no intention to file an application under the Competition Act in connection with the purchase and sale of the Securities; or (iii) the statutory waiting period under Section 123 of the Competition Act shall have expired and the Commissioner shall have confirmed in writing, in form and substance satisfactory to the Purchaser, acting reasonably, that the Commissioner has no intention to file an application under the Competition Act in connection with the purchase and sale of the Securities;

the parties shall have received, pursuant to subsection 53.1(4) of the Canada Transportation Act, written notice from the Minister that he is of the opinion that the transactions contemplated by this Agreement do not raise issues with respect to the public interest as it relates to national transportation or, if such notice has not been received, the transactions contemplated by this Agreement shall have been approved in writing by the Governor in Council pursuant to subsection 53.2(7) of the Canada Transportation Act, in form and substance satisfactory (including in respect of any terms or conditions placed on any such approval) to the Purchaser, acting reasonably, such that the completion of the transactions contemplated by this Agreement shall not be prohibited pursuant to subsection 53.2(1) of the Canada Transportation Act;

the parties shall have sent the notices and obtained the consents and approvals listed on Part A of Schedule 5.4.6, in form and substance satisfactory to the Purchaser;

the Definitive Agreements shall have been executed by the parties thereto on or before the Closing Date as required by Section 5.2;

the right of first refusal granted by ABC over the sale of the Bowman Property referred to in Section 3.6 shall have been waived or ABC and the Purchaser shall have implemented such other mutually satisfactory arrangements regarding additional storage space required to house the Stores at Kenora;

there shall not have occurred any Material Adverse Change since the date of this Agreement;

there shall have been no Order made or any Legal Proceedings commenced or threatened against any of the Vendors, the ACH Parties or the Purchaser or against any of their respective Affiliates or any of their directors or officers which (i) prevents or would reasonably be expected to prevent the Purchaser from acquiring or retaining all or a portion of the Securities or (ii) prevents or would reasonably be expected to prevent any ACH Party from operating the Business after Closing substantially in the same manner in which it was operated prior to Closing;

the ownership of all Stores in the possession of ABC or any of its Affiliates shall have been transferred to the Partnership;

except as otherwise provided in Section 7.2, the books and records relating exclusively to each of the ACH Parties or the Business (including all health and safety records, procedures and plans) and copies of all Contracts with any ACH Party shall have been delivered to the operating centre in Oshawa, Ontario;

all Intellectual Property material to the operation of the Business, other than the Intellectual Property listed in Part A of Schedule 5.2.1, shall be owned by the Partnership or shall be licensed to the Partnership under terms and conditions satisfactory to the Purchaser;

a Certificate of Completion (as such term is defined in Section 7.1.1(b) of the 2007 APA) with respect to the Automation Project shall have been delivered to the Partnership and ABC in accordance with the 2007 APA;

the vehicles leases and the owned vehicles listed on Schedule 5.5.15 shall have been assigned and registered in the name of the Partnership;

the Lake, Hydro and Dam Operating Agreement dated October 13, 1994 between Boise Cascade Corporation, International Falls Power Company and Rainy River Forest Products Inc. shall have been assigned to the Partnership;

all rights, recourses and remedies of ABC or any of its Affiliates with respect to the completion of the Automation Project, including warranties, shall have been assigned or reissued to the Partnership or, with respect to any such warranties that cannot be assigned or reissued, ABC shall, at the Purchaser’s request, cooperate with the Purchaser in any reasonable and lawful arrangements designed to provide the benefits of such warranties to the Purchaser, including holding any such warranties in trust for the Purchaser or acting as agent for the Purchaser;

the articles of incorporation of the GP shall have been amended on the Closing Date to modify the rights attached to the Class A common shares of the GP and to create Class B shares of the GP, to the satisfaction of the Purchaser and the Vendor;

the construction lien and related court order registered on title to the Fort Frances Facility as Instrument Nos. RD12708 and RD13019, respectively, shall have been discharged from title to the Fort Frances Facility and such discharges shall have been certified by the land registrar;

the vesting order in respect of the sale of ABC’s mill property located in Kenora, Ontario shall have been amended such that the easement in favour of ACH Kenora Inc. over Parts 1, 2, 3, 4 and 5 on Plan 23R-11385 for the purpose of access and for installation and operation of a telephone line, which easement was created pursuant to Instrument No. KN10525, will not be vested out from PIN 42163-0260 (LT) by virtue of the sale by ABC of such parcel as part of the sale by ABC of such mill property;

each of the Shared Infrastructure Agreements shall have been submitted for registration on title to the lands described in their respective Schedules A and B;

CDPQ and CDP Investissements shall have delivered to the Purchaser on or prior to Closing:

assignments or other instruments of transfer duly endorsed in blank, or accompanied by share powers or other instruments of transfer duly executed in blank, and otherwise in form and substance reasonably acceptable to the Purchaser for transfer of the CDPQ Shares and CDP Units to the Purchaser;

the certificates representing the CDPQ Shares and the CDP Units;

a duly executed full and final release and discharge in respect of any Encumbrances, other than Permitted Encumbrances, charging the CDPQ Shares and CDP Units, as applicable;

copies of (i) the articles of incorporation and by-laws of CDP Investissements; and (ii) resolutions of the shareholders and/or board of directors of CDP Investissements approving the transactions contemplated in this Agreement, certified by a senior officer of CDP Investissements as of the Closing Date;

copies of resolutions of the board of directors of CDPQ approving the transactions contemplated in this Agreement, certified by a senior officer of CDPQ as of the Closing Date;

certificates of status, compliance, good standing or like certificate with respect to CDP Investissements issued by the appropriate Governmental Authority and dated within ten (10) days before the Closing Date;

a release of claims against each ACH Party, other than in respect of the CDPQ Credit Agreement, in a form satisfactory to the Purchaser, duly executed by CDPQ and CDP Investissements;

a confirmation from CDPQ that there is no default under the CDPQ Credit Agreement as of the Closing Date, taking into consideration the execution of the Definitive Agreements, except for the Change of Control (as defined in the CDPQ Credit Agreement) resulting from the transaction contemplated in this Agreement, in form and substance satisfactory to the Purchaser;

the written resignation and release of the member(s) of the board of directors of the GP and any Nominees nominated by CDPQ, effective as at the Closing;

the written confirmation of the termination of each of the Governance Agreements (other than the Limited Partnership Agreement) effective as at Closing; and

such other certificates, instruments, and documents required by this Agreement or as may be reasonably requested by the Purchaser prior to the Closing Date to carry out the intent and purposes of this Agreement.

ABC shall have delivered to the Purchaser on or prior to Closing:

assignments or other instruments of transfer duly endorsed in blank, or accompanied by share powers or other instruments of transfer duly executed in blank, and otherwise in form and substance reasonably acceptable to the Purchaser and ABC for transfer of the ABC Shares and ABC Units to the Purchaser;

the certificates representing the ABC Shares and ABC Units;

a duly executed full and final release and discharge in respect of any Encumbrances, other than Permitted Encumbrances, charging the ABC Shares and ABC Units, as applicable;

a duly executed full and final release and discharge in respect of any Encumbrances, other than Permitted Encumbrances and any easements or Encumbrances that affect the easements or rights-of-way which benefit the Facilities Assets, charging the Facilities Assets, as applicable;

copies of (i) ABC’s articles of incorporation and by-laws; and (ii) resolutions of the shareholders and/or board of directors of ABC approving the transactions contemplated in this Agreement and the Definitive Agreements to which ABC is a party, certified by a senior officer of ABC as of the Closing Date;

copies of (i) the Limited Partnership Agreement; (ii) the GP’s articles of incorporation and by-laws; and (iii) resolutions of the board of directors of the GP approving the transfer of the Shares and, in its capacity as GP, the

transfer of the Units, certified by a senior officer of the GP as of the Closing Date;

certificates of status, compliance, good standing or like certificate with respect to ABC and each ACH Party issued by the appropriate Governmental Authorities and dated within ten (10) days before the Closing Date;

Purchase Certificates issued by the Ontario Workplace Safety and Insurance Board, confirming the good standing of all of ABC’s workers’ compensation accounts that relate to the Employees or, if such Purchase Certificates are not available, a letter from the Ontario Workplace Safety and Insurance Board confirming that all amounts due in respect of such workers’ compensation accounts have been paid;

the minute books and share transfer records of each ACH Party;

the written resignation and release of each officer of the GP and each member of the board of directors of the GP and of the Nominees (other than the members nominated by CDPQ), effective as at the Closing;

a release of claims against each ACH Party, in form and substance satisfactory to the Purchaser, duly executed by ABC;

a written undertaking pursuant to which ABC will covenant to (i) ensure that the ACH Parties will continue to benefit from the insurance coverage under the umbrella insurance policies held by ABC or any of its Affiliates with respect to any claim already filed prior to the Closing with respect to events or occurrences occurring prior to the Closing Date, (ii) act as may be directed from time to time by the Purchaser or the Partnership with respect to any such claims; and (iii) ensure that all insurance proceeds received in connection with any such claims be transferred to the Partnership upon receipt, in form and substance satisfactory to the Purchaser;

the written confirmation of the termination of each of the Governance Agreements (other than the Limited Partnership Agreement) effective as at Closing; and

such other certificates, instruments, and documents required by this Agreement or by the certificates or other documents delivered by ABC upon execution of this Agreement as may be reasonably requested by the Purchaser prior to the Closing Date to carry out the intent and purposes of this Agreement.

Vendors’ Representations and Warranties

CDPQ and CDP Investissements hereby solidarily represent and warrant as follows, with the understanding that such representations and warranties shall be the exclusive source of representations and warranties of CDPQ and CDP Investissements for the benefit of the Purchaser:

CDP Investissements is a company duly incorporated, existing and in good standing under the laws of Québec with the corporate power to own and dispose of its property, including the CDP Units, and CDPQ is a legal person duly constituted, existing and in good standing under the laws of Québec with the power to own and dispose of its property including the CDPQ Shares.

Each of CDP Investissements and CDPQ has the necessary authority, power and capacity to enter into this Agreement and to perform its obligations hereunder.

This Agreement has been duly and validly authorized by all requisite corporate proceedings and constitutes legal, valid and binding obligations of each of CDP Investissements and CDPQ, enforceable against such party in accordance with its terms (subject to applicable bankruptcy, insolvency, reorganization and other laws of general application limiting the enforcement of creditors’ rights generally and the fact that specific performance is an equitable remedy available only in the discretion of a court).

Neither the entering into or the delivery of this Agreement, nor the performance by each of CDPQ and CDP Investissements of its obligations hereunder will conflict with or constitute a default under: (i) any Applicable Laws; (ii) any of the provisions of their constating documents or by-laws; or (iii) the provisions of any Contract to which they may be a party or by which they or any of their assets may be bound.

CDPQ is the legal and beneficial owner of record of the CDPQ Shares, and CDP Investissements is the legal and beneficial owner of record of the CDP Units, in each case with good and marketable title thereto, free and clear of all Encumbrances (except for Permitted Encumbrances), other than the Governance Agreements. None of the CDPQ Shares or CDP Units is subject to any voting trust, shareholder agreement or voting agreement other than the Governance Agreements. Upon completion of the transactions contemplated by this Agreement, all of the CDPQ Shares and CDP Units will be owned by the Purchaser as the beneficial owner of record, with good title thereto, free and clear of all Encumbrances (except for Permitted Encumbrances and such Encumbrances as may have been granted by the Purchaser).

Except for the Governance Agreements, there is no Contract or any other right of any Person, other than the Purchaser, binding upon, or which at any time in the future may become binding upon, CDPQ or CDP Investissements to sell, transfer, assign, pledge, hypothecate, mortgage, charge or in any other way dispose of or encumber any of the CDPQ Shares or the CDP Units.

Neither CDPQ nor CDP Investissements is at the date hereof, nor will either of them be at the Time of Closing, a non-resident of Canada for the purposes of the Tax Act.

Except as expressly provided in this Section 6.1.1, CDPQ and CDP Investissements make no representations or warranties of any nature whatsoever with respect to any information or documentation provided to the Purchaser, nor with respect to the Facilities or the Business.

ABC represents and warrants to and in favour of the Purchaser as follows, with the understanding that, other than the representations and warranties set forth in Schedule 6.2, such representations and warranties shall be the exclusive source of representations and warranties of ABC for the benefit of the Purchaser:

ABC is a corporation continued under the federal laws of Canada, is existing and in good standing under the federal laws of Canada with the corporate power to own and dispose of its property, including the ABC Units and ABC Shares.

ABC has the necessary authority, power and capacity to enter into this Agreement and the Definitive Agreements to which it is a party and to perform its obligations hereunder and thereunder.

This Agreement has been, and the Definitive Agreements to which ABC is a party will be, prior to Closing, duly and validly authorized by all requisite corporate proceedings and constitutes legal, valid and binding obligations of ABC enforceable against ABC in accordance with its terms (subject to applicable bankruptcy, insolvency, reorganization and other laws of general application limiting the enforcement of creditors’ rights generally and the fact that specific performance is an equitable remedy available only in the discretion of a court).

Neither the entering into or the delivery of this Agreement or the Definitive Agreements to which it is a party, nor the performance by ABC of its obligations hereunder and thereunder will conflict with or constitute a default under; (i) any Applicable Laws; (ii) any of the provisions of the constating documents or by-laws of ABC; (iii) the provisions of any Contract to which it may be a party or by which it or any of its assets may be bound, or (iv) the provisions of any Contract to which any of the ACH Parties may be a party or by which it or any of its assets may be bound.

ABC is the legal and beneficial owner of record of the ABC Shares and the ABC Units, in each case with good and marketable title thereto. None of the ABC Shares or ABC Units is subject to any voting trust, shareholder agreement or voting agreement other than the Governance Agreements. Upon completion of the transactions contemplated by this Agreement, all of the ABC Shares and ABC Units will be owned by the Purchaser as the legal and beneficial owner of record, with good title thereto, and, at the Time of Closing, will be free and clear of all Encumbrances (except for Permitted Encumbrances and such Encumbrances as may have been granted by the Purchaser).