SUPPORT AGREEMENT STRICTLY CONFIDENTIALLetter Agreement • March 26th, 2007 • Algonquin Power Income Fund • Ontario
AMENDED AND RESTATED SHAREHOLDER RIGHTS PLAN AGREEMENT BETWEENShareholder Rights Plan Agreement • June 3rd, 2022 • Algonquin Power & Utilities Corp. • Electric services • Ontario
THIS AMENDED AND RESTATED SHAREHOLDER RIGHTS PLAN AGREEMENT dated June 2, 2022 (amending and restating the Amended and Restated Shareholder Rights Plan Agreement dated June 6, 2019)
BETWEENAlgonquin Power Income Fund • March 26th, 2007 • Ontario
AGREEMENT AND PLAN OF MERGER by and among THE EMPIRE DISTRICT ELECTRIC COMPANY, LIBERTY UTILITIES (CENTRAL) CO. and LIBERTY SUB CORP. Dated as of February 9, 2016Agreement and Plan of Merger • February 9th, 2016 • Algonquin Power & Utilities Corp. • Electric services • New York
INDENTURE by and among ALGONQUIN POWER & UTILITIES CORP. as the Issuer AND EQUINITI TRUST COMPANY, LLC as the U.S. Trustee AND TSX TRUST COMPANY as the Canadian Co-Trustee Dated as of [ ] SENIOR DEBT SECURITIESIndenture • March 8th, 2024 • Algonquin Power & Utilities Corp. • Electric services • Ontario
INDENTURE, dated as of [ ], by and among (i) ALGONQUIN POWER & UTILITIES CORP., a corporation duly organized and existing under the laws of Canada (herein called the “Corporation”), having its principal office at 354 Davis Road, Oakville, Ontario L6J 2X1, (ii) EQUINITI TRUST COMPANY, LLC , as the United States trustee, paying agent, registrar and transfer agent (herein called the “U.S. Trustee”) and (iii) TSX TRUST COMPANY, as the Canadian trustee (herein called the “Canadian Co-Trustee”). The U.S. Trustee and the Canadian Co-Trustee are each also individually referred to in this Indenture as a “Trustee” and collectively, as the “Trustees”.
UNDERWRITING AGREEMENTUnderwriting Agreement • January 14th, 2022 • Algonquin Power & Utilities Corp. • Electric services • New York
Algonquin Power & Utilities Corp., a Canadian corporation (the “Corporation”), proposes to issue and sell to the several underwriters named in Schedule A (the “Underwriters”), acting severally and not jointly, the respective amounts set forth in such Schedule A of $750,000,000 aggregate principal amount of the Corporation’s 4.750% Fixed-to-Fixed Reset Rate Junior Subordinated Notes Series 2022-B due January 18, 2082 (the “Notes”). BofA Securities, Inc. (“BofA Securities”) and Wells Fargo Securities, LLC (“Wells Fargo Securities”) have agreed to act as representatives of the several Underwriters (in such capacity, the “Representatives”) in connection with the offering and sale of the Notes (the “Offering”).
AMENDED AND RESTATED SHAREHOLDER RIGHTS PLAN AGREEMENT BETWEEN ALGONQUIN POWER & UTILITIES CORP. and CIBC MELLON TRUST COMPANY as Rights Agent April 23, 2013Shareholder Rights Plan Agreement • May 2nd, 2013 • Algonquin Power & Utilities Corp. • Electric services • Ontario
THIS SHAREHOLDER RIGHTS PLAN AGREEMENT dated April 23, 2013 (amending and restating the Shareholder Rights Plan Agreement dated June 9, 2010)
ALGONQUIN POWER & UTILITIES CORP. EQUITY DISTRIBUTION AGREEMENTEquity Distribution Agreement • May 15th, 2020 • Algonquin Power & Utilities Corp. • Electric services • Ontario
RBC Dominion Securities Inc. 4th Floor, South Tower, 200 Bay Street Toronto, ON M5J 2W7 Canada J.P. Morgan Securities Canada Inc. Suite 4500, TD Bank Tower 66 Wellington Street West Toronto, ON M5K 1E7 Merrill Lynch Canada Inc. 181 Bay Street, Suite 400 Toronto ON M5J 2V8 Canada Scotia Capital Inc. 40 King St. West, 64th Floor Toronto, ON M5W 2X6 Canada TD Securities Inc. 66 Wellington Street W, 9th Floor Toronto, ON M5K 1A2 Canada RBC Capital Markets, LLC 200 Vesey St. New York, NY 10281-8098 United States J.P. Morgan Securities LLC 383 Madison Avenue New York, NY 10179 United States BofA Securities, Inc. One Bryant Park New York, NY 10036 United States Scotia Capital (USA) Inc. 250 Vesey Street, 24th Floor New York, New York 10281 United States TD Securities (USA) LLC 31 W 52nd St #18 New York, NY 10019 United States
GUARANTYGuaranty • August 30th, 2012 • Algonquin Power & Utilities Corp. • Electric services • New York
THIS GUARANTY (this “Guaranty”) is made as of May 12, 2011, by Algonquin Power & Utilities Corp., a corporation organized under the Laws of Canada (the “Guarantor”), in favor of Atmos Energy Corporation, a corporation incorporated in the State of Texas and the Commonwealth of Virginia (“Seller”). Capitalized terms used but not defined herein have the meanings given to such terms in the Asset Purchase Agreement (defined below).
as Issuer and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC as the U.S. trustee, the U.S. registrar, the U.S. paying agent and the U.S. transfer agent and AST TRUST COMPANY (CANADA) as the Canadian trustee, the Canadian registrar and the Canadian...Algonquin Power & Utilities Corp. • May 23rd, 2019 • Electric services • Ontario
THIS SECOND SUPPLEMENTAL INDENTURE (the “Second Supplemental Indenture”) dated as of May 23, 2019, among ALGONQUIN POWER & UTILITIES CORP., a company duly organized and existing under the laws of Canada, (hereinafter called the “Issuer” and, when referred to in the Original Indenture, the “Corporation”), AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, a New York limited liability trust company, as the U.S. trustee, the U.S. registrar, the U.S. paying agent and the U.S. transfer agent (hereinafter called the “U.S. Trustee”) and AST TRUST COMPANY (CANADA), a trust company existing under the federal laws of Canada, as the Canadian trustee, the Canadian registrar and the Canadian transfer agent, (hereinafter called the “Canadian Trustee” and, together with the U.S. Trustee, the “Trustees”).
UNDERWRITING AGREEMENTUnderwriting Agreement • October 27th, 2021 • Algonquin Power & Utilities Corp. • Electric services • Ontario
UNDERWRITING AGREEMENTUnderwriting Agreement • December 2nd, 2015 • Algonquin Power & Utilities Corp. • Electric services • Ontario
CIBC World Markets Inc. ("CIBC"), TD Securities Inc. ("TD Securities", and together with CIBC, the "Joint Bookrunners"), BMO Nesbitt Burns Inc., National Bank Financial Inc., RBC Dominion Securities Inc., Scotia Capital Inc., Desjardins Securities Inc., Canaccord Genuity Inc., Cormark Securities Inc. and Industrial Alliance Securities Inc. (individually, an "Underwriter" and collectively, the "Underwriters") understand that Algonquin Power & Utilities Corp. (the "Corporation") proposes to issue and sell 14,355,000 Common Shares of the Corporation (the "Firm Securities"). In addition, the Underwriters understand that the Corporation proposes to grant to the Underwriters a one-time option (the "Over-Allotment Option") to purchase additional Common Shares from the Corporation (the "Optional Securities") for the sole purpose of covering over-allotments, in an amount equal to up to 15% of the number of Firm Securities (collectively, the Firm Securities and the Optional Securities are referr
SALE AND PURCHASE AGREEMENT ATLANTICA YIELD PLCSale and Purchase Agreement • November 27th, 2018 • Algonquin Power & Utilities Corp. • Electric services
TRUST INDENTURETrust Indenture • December 9th, 2009 • Algonquin Power & Utilities Corp. • Heavy construction other than bldg const - contractors • Ontario
WHEREAS the Issuer deems it necessary for its investment purposes to create and issue the Debentures to be created and issued in the manner hereinafter appearing;
ASSET PURCHASE AGREEMENT by and between ATMOS ENERGY CORPORATION as Seller and LIBERTY ENERGY (GEORGIA) CORP. as Buyer Dated as of August 8, 2012Asset Purchase Agreement • August 30th, 2012 • Algonquin Power & Utilities Corp. • Electric services • New York
THIS ASSET PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of August 8, 2012, by and between Atmos Energy Corporation, a corporation incorporated in the State of Texas and the Commonwealth of Virginia (“Seller”), and Liberty Energy (Georgia) Corp., a Georgia corporation (“Buyer”).
ATM PLAN LETTER AGREEMENTAtm Plan Letter Agreement • August 4th, 2021 • Algonquin Power & Utilities Corp. • Electric services
Atlantica Sustainable Infrastructure plc (the “Company”) intends to establish an “at-the-market program” for an aggregate offering size of up to $150,000,000 (the “ATM Program”), by which the Company may offer and sell its ordinary shares at any time and from time to time through one or more designated sales agents (the “Agent”), through ordinary brokers’ transactions through the NASDAQ Global Select Market (“NASDAQ”) at market prices, in block transactions or as otherwise agreed between the Company and the Agent (each an “ATM Sale”), pursuant to (i) a Distribution Agreement to be entered into with the Agent (the “Distribution Agreement”), (ii) the Company’s registration statement on Form F-3 (the “Registration Statement”) and (iii) a related base prospectus and prospectus supplement to be filed with the U.S. Securities and Exchange Commission (together the “Prospectus”).
STOCK PURCHASE AGREEMENT by and among AMERICAN ELECTRIC POWER COMPANY, INC.Stock Purchase Agreement • October 27th, 2021 • Algonquin Power & Utilities Corp. • Electric services • New York
AGREEMENTAgreement • April 18th, 2024 • Algonquin Power & Utilities Corp. • Electric services • Ontario
This Agreement (this “Agreement”) is made and entered into as of April 18, 2024 by and among Algonquin Power & Utilities Corp., a corporation existing under the laws of Canada (the “Company”), and the entities set forth in the signature pages hereto (collectively, “Starboard”) (each of the Company and Starboard, a “Party” to this Agreement, and collectively, the “Parties”).
STRATEGIC INVESTMENT AGREEMENT between ALGONQUIN POWER & UTILITIES CORP. - and - EMERA INCORPORATED DATED as of April 29, 2011Strategic Investment Agreement • October 19th, 2011 • Algonquin Power & Utilities Corp. • Electric services • Ontario
NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the premises and the mutual covenants and agreements herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the Parties, the Parties agree as follows:
ENHANCED COOPERATION AGREEMENT – by and among – ALGONQUIN POWER & UTILITIES CORP. ABENGOA-ALGONQUIN GLOBAL ENERGY SOLUTIONS B.V. – and – ATLANTICA YIELD PLC Dated 9 May 2019Enhanced Cooperation Agreement • May 13th, 2019 • Algonquin Power & Utilities Corp. • Electric services
This ENHANCED COOPERATION AGREEMENT (this “Agreement”) is entered into on 9 May 2019 by and among ALGONQUIN POWER & UTILITIES CORP. (“AQN”), a company incorporated under the federal laws of Canada, ABENGOA-ALGONQUIN GLOBAL ENERGY SOLUTIONS B.V. (“AAGES”), a private company with limited liability incorporated under the laws of the Netherlands and ATLANTICA YIELD PLC (the “Company” or “AY”), a public limited company incorporated and registered in England and Wales. Each of AQN, AAGES and the Company is referred to herein as a “Party,” and together as the “Parties”.
STOCK PURCHASE AGREEMENT BETWEEN NATIONAL GRID USA AND LIBERTY ENERGY UTILITIES CO. ENTERED INTO ON DECEMBER 8, 2010 AND AMENDED AND RESTATED JANUARY 21, 2011Stock Purchase Agreement • January 28th, 2011 • Algonquin Power & Utilities Corp. • Electric services • New York
STOCK PURCHASE AGREEMENT, entered into on December 8, 2010 and amended and restated January 21, 2011 (this “Agreement”), between National Grid USA, a Delaware corporation (the “Seller”), Liberty Energy Utilities Co., a Delaware corporation (the “Buyer”), and for purposes of Section 2.1, Section 4.5, Section 5.1, Section 5.2, Section 5.3, Section 5.6, Section 7.1, Section 7.2(a), Section 7.4, Section 7.8, Section 7.11 and Article X and Article XI only, National Grid NE Holdings 2 LLC, a Massachusetts limited liability company (“National Grid NE”).
VOTING AND TRANSACTION SUPPORT AGREEMENTVoting and Transaction Support Agreement • May 28th, 2024 • Algonquin Power & Utilities Corp. • Electric services • Delaware
THIS VOTING AND TRANSACTION SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of May 27, 2024, by and among California Buyer Limited, a private limited company incorporated in England and Wales (“Bidco”), Atlantica Sustainable Infrastructure plc, a public limited company incorporated in England and Wales (the “Company”), Algonquin Power & Utilities Corp., a company incorporated under the federal laws of Canada (“Algonquin”), Liberty (AY Holdings), B.V., a corporation incorporated under the laws of the Netherlands (“AY Holdings”, and together with Algonquin, the “Shareholders” and each a “Shareholder”), direct and indirect shareholders of the Company. Capitalized terms used but not defined herein have the respective meanings given to them in the Transaction Agreement (as defined below).
GUARANTEEGuarantee • February 9th, 2016 • Algonquin Power & Utilities Corp. • Electric services • Delaware
THIS GUARANTEE (this “Guarantee”) is made as of February 9, 2016, by Algonquin Power & Utilities Corp., a corporation organized under the Laws of Canada (“Guarantor”), in favor of The Empire District Electric Company, a Kansas corporation (the “Company”). Capitalized terms used but not defined herein have the meanings given to such terms in the Merger Agreement (defined below).
SHAREHOLDERS AGREEMENT – by and among – ALGONQUIN POWER & UTILITIES CORP. ABENGOA-ALGONQUIN GLOBAL ENERGY SOLUTIONS B.V. – and – ATLANTICA YIELD PLC dated as of 5 March 2018Shareholders Agreement • March 9th, 2018 • Algonquin Power & Utilities Corp. • Electric services
This SHAREHOLDERS AGREEMENT (this “Agreement”) is made on 5 March 2018 by and among ALGONQUIN POWER & UTILITIES CORP. (“AQN”), a company incorporated under the federal laws of Canada, ABENGOA-ALGONQUIN GLOBAL ENERGY SOLUTIONS B.V. (“AAGES”), a private company with limited liability incorporated under the laws of the Netherlands, and ATLANTICA YIELD PLC (the “Company” or “AY”), a public limited company incorporated and registered in England and Wales. Each of AQN, AAGES and the Company are referred to herein as a “Party,” and together as the “Parties”.
SECOND AMENDMENT TO STOCK PURCHASE AGREEMENTStock Purchase Agreement • March 17th, 2023 • Algonquin Power & Utilities Corp. • Electric services • New York
This SECOND AMENDMENT TO THE STOCK PURCHASE AGREEMENT, is made as of January 16, 2023 (this “Amendment”), by and among American Electric Power Company, Inc. (“AEP”), a New York corporation, AEP Transmission Company, LLC (“AEP TransCo”), a Delaware limited liability company (AEP and AEP TransCo are each referred to individually as a “Seller,” and, collectively, as “Sellers”), and Liberty Utilities Co., a Delaware corporation (“Purchaser”). Sellers and Purchaser are each referred to individually in this Amendment as a “Party” and collectively as the “Parties.” Capitalized terms used herein but not defined herein shall have the meaning assigned thereto in the SPA (as defined below).
ASSET PURCHASE AGREEMENT by and between ATMOS ENERGY CORPORATION as Seller and LIBERTY ENERGY (MIDSTATES) CORP. as Buyer Dated as of May 12, 2011Asset Purchase Agreement • August 30th, 2012 • Algonquin Power & Utilities Corp. • Electric services • New York
THIS ASSET PURCHASE AGREEMENT (“Agreement”) is made and entered into as of May 12, 2011, by and between Atmos Energy Corporation, a corporation incorporated in the State of Texas and the Commonwealth of Virginia (“Seller”), and Liberty Energy (Midstates) Corp., a Missouri corporation (“Buyer”).
FOURTH SUPPLEMENTAL TRUST INDENTUREFourth Supplemental Trust Indenture • March 10th, 2017 • Algonquin Power & Utilities Corp. • Electric services • Ontario
SUPPLEMENT AND AMENDMENT TO THIRD AMENDED AND RESTATED MEMBERSHIP INTEREST PURCHASE AND SALE AGREEMENTMembership Interest Purchase and Sale Agreement • January 21st, 2014 • Algonquin Power & Utilities Corp. • Electric services • New York
This SUPPLEMENT AND AMENDMENT TO THIRD AMENDED AND RESTATED MEMBERSHIP INTEREST PURCHASE AND SALE AGREEMENT (this “Agreement”) is entered into as of November 27, 2013 (the “Effective Date”), by and between GAMESA WIND US, LLC, a Delaware limited liability company (“Seller”) and successor in interest to Gamesa Energy USA, LLC, and ALGONQUIN POWER FUND (AMERICA) INC., a Delaware corporation (“Buyer”). Seller and Buyer are sometimes referred to, individually, as a “Party” or, collectively, as the “Parties.”
GUARANTYGuaranty • October 8th, 2014 • Algonquin Power & Utilities Corp. • Electric services • Delaware
This Guaranty, dated as of September 19, 2014 (this “Guaranty”), is made by Algonquin Power & Utilities Corp., a company incorporated and existing under the laws of Canada (including its successors and assigns, “Guarantor”), in favor of Western Water Holdings, LLC, a Delaware limited liability company (“Holdings”), and, following the Effective Time (as defined in the Merger Agreement), in favor of the Holders (as defined in the Merger Agreement).
DEED OF AMENDMENT NO. 3 TO SALE AND PURCHASE AGREEMENTSale and Purchase Agreement • March 8th, 2018 • Algonquin Power & Utilities Corp. • Electric services
SALE AND PURCHASE AGREEMENT ATLANTICA YIELD PLCSale and Purchase Agreement • March 9th, 2018 • Algonquin Power & Utilities Corp. • Electric services
MORGAN STANLEY & CO. LLC 1585 BROADWAY NEW YORK, NY 10036-8293 May 31, 2019Algonquin Power & Utilities Corp. • June 3rd, 2019 • Electric services • New York
The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the Transaction entered into between Morgan Stanley & Co. LLC (“MSCO”) and AAGES (AY Holdings) B.V. (“Counterparty”) on the Trade Date specified below (the “Transaction”). This confirmation constitutes a “Confirmation” as referred to in the Agreement specified below.
UNDERWRITING AGREEMENTUnderwriting Agreement • October 19th, 2011 • Algonquin Power & Utilities Corp. • Electric services • Ontario
Scotia Capital Inc. (“Scotia”), BMO Nesbitt Burns Inc. (“BMO”), CIBC World Markets Inc., National Bank Financial Inc., TD Securities Inc., Macquarie Capital Markets Canada Ltd., RBC Dominion Securities Inc., Canaccord Genuity Corp., Desjardins Securities Inc., Stifel Nicolaus Canada Inc., Mackie Research Capital Corporation and Cormark Securities Inc. (individually, an “Underwriter” and collectively, the “Underwriters”) understand that Algonquin Power & Utilities Corp. (the “Corporation”) proposes to issue and sell 15,100,000 common shares in the capital of the Corporation (the “Common Shares”) at a price of $5.65 per Common Share, payable at the Time of Closing (as hereinafter defined) for an aggregate purchase price of $85,315,000 (the “Purchase Price”). Pursuant to the terms of this letter, the Underwriters hereby severally, and not jointly or jointly and severally, offer to purchase from the Corporation, and by its acceptance of the offer made by this letter, the Corporation agrees
UNDERWRITING AGREEMENTUnderwriting Agreement • January 14th, 2022 • Algonquin Power & Utilities Corp. • Electric services • Ontario
The Notes will be issued pursuant to an indenture to be dated as of the Closing Date (as defined below) (the "Base Indenture"), among the Corporation and TSX Trust Company, as the trustee, (the "Trustee"). Certain terms of the Notes will be established pursuant to a supplemental indenture to the Base Indenture to be dated as of the Closing Date (the "Supplemental Indenture" and, together with the Base Indenture, the "Indenture"). The Notes will be issued in book-entry form in the name of CDS Clearing and Depository Services Inc. (the "Depository").
ATLANTICA SUSTAINABLE INFRASTRUCTURE PLC as the Company and ALGONQUIN POWER & UTILITIES CORP. as AQN SUBSCRIPTION AGREEMENT RELATING TO ORDINARY SHARES IN ATLANTICA SUSTAINABLE INFRASTRUCTURE PLC Skadden, Arps, Slate, Meagher & Flom (UK) LLP Canary...Subscription Agreement • December 10th, 2020 • Algonquin Power & Utilities Corp. • Electric services
