v2.4.0.8

Long-term debt | 6 Months Ended
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Jun. 30, 2013
Long-term debt |
Long-term debt | 5. Long-term debt Long-term debt consists of the following:
(in millions) |  | June 30, 2013 |  | December 31, 2012 |  | Interest Rate
--- | --- | --- | --- | --- | --- | ---
Recourse Debt: |  |  |  |  |  |  |  |
Senior unsecured notes, due 2018 |  | $ | 460.0 |  | $ | 460.0 |  | 9.0%
Senior unsecured notes, due June 2036 (Cdn$210.0) |  |  | 199.7 |  |  | 211.1 |  | 6.0%
Senior unsecured notes, due July 2014 |  |  | 190.0 |  |  | 190.0 |  | 5.9%
Series A senior unsecured notes, due August 2015 |  |  | 150.0 |  |  | 150.0 |  | 5.9%
Series B senior unsecured notes, due August 2017 |  |  | 75.0 |  |  | 75.0 |  | 6.0%
Non-Recourse Debt: |  |  |  |  |  |  |  |
Epsilon Power Partners term facility, due 2019 |  |  | 32.0 |  |  | 33.5 |  | 7.4%
Cadillac term loan, due 2025 |  |  | 36.6 |  |  | 37.8 |  | 6.0% – 8.0%
Piedmont construction loan, due 2013 |  |  | 126.1 | (1) |  | 127.4 |  | Libor plus 3.5%
Meadow Creek term loan, due 2024 |  |  | 171.4 | (2) |  | 208.7 |  | 5.1% – 5.6%
Rockland term loan, due 2027 |  |  | 85.8 |  |  | 86.5 |  | 6.4% – 6.7%
Other long-term debt |  |  | 1.1 |  |  | 0.3 |  | 5.5% – 6.7%
Less: current maturities |  |  | (65.7 | ) |  | (121.2 | ) |
Total long-term debt |  | $ | 1,462.0 |  | $ | 1,459.1 |  |
Current maturities consist of the following:
|  | June 30, 2013 |  | December 31, 2012 |  | Interest Rate
--- | --- | --- | --- | --- | --- | ---
Current Maturities: |  |  |  |  |  |  |  |
Epsilon Power Partners term facility, due 2019 |  | $ | 4.0 |  | $ | 3.0 |  | 7.4%
Cadillac term loan, due 2025 |  |  | 2.2 |  |  | 2.4 |  | 6.0% – 8.0%
Piedmont construction loan, due 2013 |  |  | 53.9 | (1) |  | 55.1 |  | Libor plus 3.5%
Meadow Creek term loan, due 2024 |  |  | 4.1 | (2) |  | 59.5 |  | 5.1% – 5.6%
Rockland term loan, due 2027 |  |  | 1.4 |  |  | 1.2 |  | 6.4% – 6.7%
Other current maturities |  |  | 0.1 |  |  | — |  | 5.5% – 6.7%
Total current maturities |  | $ | 65.7 |  | $ | 121.2 |  |
(1) The terms of the Piedmont project-level debt financing include a $51.0 million bridge loan and an $82.0 million construction loan that is expected to convert to a term loan in the third quarter of 2013. On April 19, 2013, Piedmont achieved commercial operations and submitted an application under the 1603 federal grant program to recover approximately 30% of its capital cost. The grant application was approved and we received a $49.5 million grant from the U.S. Treasury in July 2013. Upon receipt of the grant, we repaid in full the $51.0 million bridge loan with the proceeds of the grant and a $1.5 million contribution from Atlantic Power to cover the shortfall resulting from the federal sequester on spending. We expect to commence the repayment of the $82.0 million term loan in 2013. (2) Meadow Creek debt consists of $172.8 million term loan and a $56.5 million cash grant loan. The cash grant loan was repaid in April 2013 with $49.0 million of proceeds from the 1603 grant with the U.S. Treasury, $4.7 million from the former owners to cover the shortfall resulting from the federal sequester on spending and a $2.8 million contribution from us to cover the shortfall from lower grant-eligible costs, primarily as a result of a lower project cost versus budget. Non-Recourse Debt Project-level debt of our consolidated projects is secured by the respective project and its contracts with no other recourse to us. Project-level debt generally amortizes during the term of the respective revenue generating contracts of the projects. The loans have certain financial covenants that must be met. Senior Credit Facility At June 30, 2013, we had a senior credit facility of $300.0 million on a senior secured basis (the "senior credit facility"), $200.0 million of which could have been utilized for letters of credit. At June 30, 2013, the senior credit facility was undrawn and the applicable margin was 2.75%. At June 30, 2013, $82.5 million was issued in letters of credit, but not drawn, to support contractual credit requirements at several of our projects. On August 2, 2013 we entered into an amendment to our senior credit facility with our lenders (the "amended credit facility"). The most significant changes to the senior credit facility include the following: • a decrease in capacity from $300 million to $150 million, all of which may be utilized for letters of credit (as compared to the previous $200 million that could have been utilized for letters of credit) and a sublimit of $25 million which may be utilized for other borrowings. • a requirement to cash collateralize outstanding letters of credit in an amount equal to the excess above $125 million if the aggregate amount of letters of credit and borrowings outstanding under the amended credit facility exceeds $125 million; • a requirement to maintain at all times unrestricted cash and cash equivalents of at least $75 million (inclusive of any cash collateral provided as described above), which shall be pledged to the lenders as security for the amended credit facility; • an amendment to the maximum permissible Consolidated Total Net Debt to Consolidated EBITDA (each as defined in the amended credit facility) to 7.75 to 1.00 (as compared to a prior ratio of 7.50 to 1.00 declining to 7.00 to 1.00 over time); • an amendment to the minimum permissible Consolidated EBITDA to Consolidated Interest Expense (each as defined in the amended credit facility) ratio to 1.60 to 1.00 (as compared to a prior ratio of 2.25 to 1.00); • a requirement to pay a commitment fee of between 0.75% and 1.75% per year based on a percentage of the amount committed under the amended credit facility, which fee varies based on our unsecured debt rating (currently, the applicable commitment fee is 1.50%); and • an amendment to the maturity date from November 4, 2015 to March 4, 2015. Among other restrictions set forth in the amended credit facility, we are restricted from paying cash dividends to our shareholders if we do not comply with the financial covenants specified above. The amended credit facility is secured by pledges of certain assets and interests in certain subsidiaries. The senior credit facility contained customary representations, warranties, terms and conditions, and covenants, certain of which were amended in the amended credit facility. The amended covenants limit our ability to, among other things, incur additional indebtedness, merge or consolidate with others, make acquisitions, change our business and sell or dispose of assets. These amended covenants also include limitations on investments, limitations on dividends and other restricted payments, limitations on entering into certain types of restrictive agreements, limitations on transactions with affiliates and limitations on the use of proceeds from the amended credit facility. Specifically, under the amended credit facility, we are only permitted to make voluntary prepayments or repurchases of the $150 million in principal amount of 5.87% Senior Guaranteed Notes, Series A, due August 15, 2015 that were issued by our subsidiary Atlantic Power (US) G.P., except that under the amended credit facility we may also voluntarily prepay or repurchase any of our outstanding debt (including for these purposes subsidiary debt guaranteed by us) from the proceeds of debt permitted to be incurred to refinance that outstanding debt or during the 60-day period preceding the maturity of that outstanding debt. Under the senior credit facility, we had the right generally to repurchase substantially more of our outstanding debt issuances, subject to the satisfaction of certain conditions. Under the amended credit facility, the lenders also consented to (i) our previously announced sale of Delta-Person and (ii) the sale of AP Onondaga, LLC, Onondaga Renewables, LLC and their property. Borrowings under the amended credit facility are available in U.S. dollars and Canadian dollars and bear interest at a variable rate equal to the US Prime Rate, the Eurocurrency LIBOR Rate or the Cdn. Prime Rate (each as defined in the amended credit facility), as applicable, plus a margin of between 1.75% and 4.75% that varies based on our unsecured debt rating. Currently, the applicable margin for loans bearing interest at the Eurocurrency LIBOR Rate and for outstanding letters of credit is 4.25%. The foregoing summary is qualified in its entirety by reference to the amended credit facility, which has been filed as an exhibit to our Current Report on Form 8-K on August 5, 2013.

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- Definition The entire disclosure for long-term debt. + References Reference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.22) -URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682 Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation S-X (SX) -Number 210 -Section 02 -Paragraph 22 -Article 5 + Details
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