March 19, 2013 (1) ZEPHYR FARMS LIMITED as Borrower and Purchaser (2) SCHNEIDER POWER INC. as Shareholder (3) SAMSUNG HEAVY INDUSTRIES CO., LTD. as Lender and Seller MASTER AMENDMENT AGREEMENT

THIS AGREEMENT is made on March 19, 2013

IT IS AGREED as follows:

“Amended and Restated Credit Agreement” means the Existing Credit Agreement as amended and restated by this Agreement in the form set out in Appendix A;

“Amended Turbine Supply Agreement” means the Turbine Supply Agreement as amended by this Agreement;

“Effective Date” means a Business Day on which all the conditions set out in Section 6.2 have been satisfied, as confirmed by Samsung in a notice delivered pursuant to Section 6.2(b);

As of and with effect from the Effective Date (subject to the satisfaction of the conditions precedent set out in Section 6.2), the Existing Credit Agreement shall be, and shall be deemed by this Agreement to be, amended and restated in the form set out in Appendix A.

As of and with effect from the Effective Date (subject to the satisfaction of the conditions precedent set out in Section 6.2), the Turbine Supply Agreement shall be, and shall be deemed by this Agreement to be, amended as follows:

“Notwithstanding any provision to the contrary, title to each Wind Turbine shall be deemed to have been transferred to the Buyer on the Turbine Delivery Date.”

“(d) Grace Period. There shall be a grace period until January 31, 2013, inclusively. The Availability Guarantee Period (as defined in the Operation & Maintenance Service Agreement) shall begin from the expiry of such grace period.”

“(xxx) “Turbine Delivery Date” shall mean February 1, 2013.”

“The Contract Price shall bear interest from the Turbine Delivery Date until the date of its full payment at the rate of 6.5% per annum. Such interest shall accrue from day to day on the outstanding Contract Price, be computed on the basis of the actual number of days elapsed and be payable in accordance with the Payment Schedule below.”

“Payment of the Contract Price and the interest accrued thereon shall be made as set forth in the schedule below without setoff of any kind. At least ten (10) days before the due date for any payments due under this Agreement, the Seller shall notify the Buyer of the amounts due and payable by the Buyer to the Seller. All payments by the Buyer to the Seller under this Agreement shall be made in immediately available funds to such account or accounts as the Seller may notify to the Buyer not less than seven (7) days before such payment is required to be effected by the Buyer. Late payments shall be subject to a default interest equal to two percent in excess of the interest otherwise payable, compounded on an annual basis. The Parties acknowledge and agree that the failure by the Buyer to pay any amount due hereunder (and to the extent such failure is not remedied within any applicable grace period hereunder) shall constitute an Event of Default under the amended and restated credit agreement entered into between the Parties and dated as of March 19, 2013.”

As of and with effect from the Effective Date (subject to the satisfaction of the conditions precedent set out in Section 6.2), the Limited Recourse Guarantee and Pledge Agreement shall be, and shall be deemed by this Agreement to be, amended as follows:

“(7) Credit Agreement means that certain amended and restated credit agreement dated March 19, 2013 entered into between the Corporation, as borrower and the Lender, as lender, as same may be amended, restated, supplemented or otherwise modified from time to time.”

“(13) Guaranteed Obligations means all of the indebtedness, liabilities and obligations of the Corporation to the Lender, present and future, direct and indirect, absolute and contingent, mature and unmatured, as principal or as surety, which are or may become at any time and from time to time owing or payable by the Corporation to the Lender, or which remain owing and unpaid to the Lender at any time or from time to time existing or arising under, by virtue of or otherwise in connection with the Loan Documents and the Turbine Supply Agreement.”

“(19) Turbine Supply Agreement means that certain wind turbine generator (WTG) supply agreement dated June 30, 2010 entered into between the Corporation, as buyer, and the Lender, as seller, as amended pursuant to a first amendment agreement dated February 8, 2012, as further amended by a master amendment agreement dated March 19, 2013 and as same may be further amended, restated, supplemented or otherwise modified from time to time.”

Within fifteen Business Days from the Effective Date (or such longer period as Zephyr may reasonably require due to circumstances outside of its control), Zephyr shall provide to Samsung all the evidence and documents set out in Schedule I Part 2 (Conditions Subsequent Documents) in form and substance satisfactory to Samsung. The failure to provide such evidence and documents within the applicable period shall constitute an Event of Default.

which Samsung may, by notice to Zephyr or Schneider, specify to be required for any of the purposes described in Section 8.2.

Schneider Power Inc.

Brookfield Place

161 Bay Street, 27th Floor

Toronto, ON M5J 2S1

 

Attention: Thomas Schneider

Fax:     ###-###-####

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective duly authorized signatories as of the day and year first written above.

By:/s/ Thomas Schneider            

Name: Thomas Schneider

Title: President

By:/s/ Thomas Schneider

Name: Thomas Schneider

Title: President

By: /s/ Hogun Min

Name: Hogun Min

Title: Project Manager

(a) this Agreement, duly executed and delivered by the parties thereto;

(b) certified copies of (i) the Articles of Incorporation or By-laws (or the equivalent documents) of each of the Obligors, (ii) a certificate of good standing (or equivalent) regarding each of the Obligors, (iii) the resolutions of the Board of Directors (or other relevant corporation actions) of each of the Obligors approving the execution, delivery and performance of this Agreement and the other Transaction Documents, as appropriate, upon the terms and conditions hereof or thereof and designating the persons authorized to execute and deliver the same on behalf of each such Obligor;

(c) specimen signatures of the persons authorized on behalf of the Obligors to execute this Agreement and the other Transaction Documents, authenticated by their respective duly authorized officers;

(d) the Debenture, duly executed and delivered by the relevant parties thereto;

(e) certified copies of the most recent financial statements of each of the Obligors;

    

(f) an opinion of Fasken Martineau DuMoulin LLP, Canadian counsel to Samsung, in form and substance satisfactory to Samsung and its counsel;

(g) lien search report at the relevant PPSA registry revealing no Encumbrances other than Permitted Security Interests;

(h) delivery of the share certificates issued by Zephyr duly endorsed in blank or together with stock transfer power;

(i) execution and delivery of the wind turbine delivery certificate.

(a) satisfactory evidence that the Security Documents have been registered wherever required in the Province of Ontario to provide Samsung with first ranking Encumbrances (subject to Permitted Security Interests) pursuant to the terms thereof;

(b) all consents, approvals and acknowledgements of, and copies of notices to, any third parties, as may be required in connection with this Agreement, including a limitation letter from Royal Bank of Canada and an acknowledgement agreement between the landlord of the premises and Samsung;

(c) satisfactory evidence that lien search report at the relevant land registry reveals no Encumbrances other than Permitted Security Interests.