AMENDING AGREEMENT DATED AS OF OCTOBER 30, 2009 TO THE LETTER LOAN AGREEMENT DATED MAY 6, 2009

WHEREAS the Lender and the Borrowers have entered into a letter loan agreement dated May 6, 2009 (the "Letter Loan Agreement");

WHEREAS the Sponsor has received and read the Letter Loan Agreement;

WHEREAS ACI has requested from the Lender and the Sponsor an extension of the repayment of the DIP Facility;

WHEREAS the Lender, the Borrowers and the Sponsor wish to amend the Letter Loan Agreement in order to modify certain provisions of the Letter Loan Agreement to extend the term of the DIP Facility under the terms and conditions mentioned herein;

AND WHEREAS the amendments provided herein are subject to the approval of the Superior Court of Québec (the "CCAA Court").

NOW, THEREFORE THE PARTIES HAVE AGREED AS FOLLOWS:

1.       INTERPRETATION

            Unless otherwise defined in this Amending Agreement, capitalized terms used herein shall have the meanings given to them in the Letter Loan Agreement.

2.       AMENDMENTS

            With effect as of and from the date each of the conditions precedent set forth under Section 3 of this Amending Agreement have been met to the satisfaction of the Lender:

-2-

"Subject to the satisfaction of the Initial Availability Conditions (as set forth below), the DIP Facility shall be available to the Borrowers, up to but excluding the earliest of December 15, 2009 or the closing of the sale (the "MPCO Transaction") of ACCC's indirect interest in the Manicouagan Power Company (the "Expected Repayment Date"), by way of multiple borrowings; provided that the aggregate amount of Loans made to Donohue shall not exceed US$10 million."

                                "(i)       June 15, 2010 (the "Maturity Date");"

"(iv)     any direct or indirect sale of the Borrower's interest in the assets of the Manicouagan Power Company. Following the closing of the MPCO Transaction, the Borrower will not be entitled to draw on the DIP Facility."

"(iii)      1% of the Commitment Amount if any Obligations are still outstanding hereunder as of November 1^st, 2009."

"(vi)      The failure of the Borrowers to repay the DIP Facility on or before the earlier of (i) December 15, 2009 and (ii) the closing of the MPCO Transaction."

3.             CONDITIONS PRECEDENT

-3-

                        (b)                the extension of the DIP Facility, as envisaged in this Amending Agreement, shall be approved by a CCAA Court;

                        (c)                 an amendment to the Sponsor Guarantee shall have been executed and delivered to the Lender;

                        (d)                an amendment to the Sponsor Commitment shall have been executed and delivered to the Sponsor; and

                        (e)                 the amendment fees and the Sponsor's Guarantee fee shall have been paid to the Sponsor upon execution of this Amending Agreement.

4.             GENERAL

4.2             Subject to the Letter Loan Agreement, no provision of this Amending Agreement, or any other document or instrument in existence among the parties may be modified, waived or terminated except by an instrument in writing executed by the party against whom such modification, waiver or termination is sought to be enforced. The amendments stipulated in Section 2 of this Amending Agreement are declared to be supplemental to the Letter Loan Agreement and to form part thereof and shall have the same effect as though incorporated in the Letter Loan Agreement. All provisions of the Letter Loan Agreement, except only insofar as may be inconsistent with the express provisions of this Amending Agreement, shall apply to, and have effect in connection with this Amending Agreement.

4.4             This Amending Agreement may be executed in several counterparts, each of which, when so executed, shall be deemed to be an original and which counterparts together shall constitute one and the same Amending Agreement. This Amending Agreement may also be executed by facsimile or pdf, and any signature contained hereon by facsimile or pdf shall be deemed to be equivalent to an original signature for all purposes.

-4-

4.7             The parties hereto have expressly required that this Amending Agreement and all deeds, documents and notices relating thereto be drafted in the English Language. Les parties aux présentes ont expressément exigé que la présente convention d'amendement et tous les autres contrats, documents ou avis qui y sont afférents soient rédigés en langue anglaise.

[REMAINDER OF PAGE LEFT IN BLANK INTENTIONALLY]

-5-

IN WITNESS WHEREOF , this Agreement has been executed and delivered by the parties hereto.

LES PRÉSENTES SONT REÇUES ET LUES LE 30 OCTOBRE 2009 PAR:

-6-