SHAREHOLDER RIGHTS PLAN AGREEMENT DATED EFFECTIVE AS OF FEBRUARY 28, 2013 between ATLANTIC POWER CORPORATION - and - COMPUTERSHARE INVESTOR SERVICES INC. as Rights AgentShareholder Rights Plan Agreement • March 1st, 2013 • Atlantic Power Corp • Electric, gas & sanitary services • Ontario
SHAREHOLDER RIGHTS PLAN AGREEMENT dated effective as of February 28, 2013 between ATLANTIC POWER CORPORATION, a corporation continued under the Business Corporations Act (British Columbia) (the “Corporation”) and COMPUTERSHARE INVESTOR SERVICES INC., a company existing under the laws of Canada, as rights agent (the “Rights Agent”), which term shall include any successor Rights Agent hereunder.
AMENDED AND RESTATED SHAREHOLDER RIGHTS PLAN AGREEMENT DATED EFFECTIVE AS OF JUNE 19, 2019 between ATLANTIC POWER CORPORATION - and - COMPUTERSHARE INVESTOR SERVICES INC. as Rights AgentShareholder Rights Plan Agreement • June 20th, 2019 • Atlantic Power Corp • Electric, gas & sanitary services • Ontario
AMENDED AND RESTATED SHAREHOLDER RIGHTS PLAN AGREEMENT dated effective as of June 19, 2019 (amending and restating the Shareholder Rights Plan dated as of February 28, 2013) between ATLANTIC POWER CORPORATION, a corporation continued under the Business Corporations Act (British Columbia) (the “Corporation”) and COMPUTERSHARE INVESTOR SERVICES INC., a company existing under the laws of Canada, as rights agent (the “Rights Agent”), which term shall include any successor Rights Agent hereunder.
UNDERWRITING AGREEMENTUnderwriting Agreement • January 29th, 2018 • Atlantic Power Corp • Electric, gas & sanitary services • Ontario
The Underwriters understand that the Debentures will be issued pursuant to an indenture dated as of December 17, 2009 among the Corporation, Computershare Trust Company of Canada and Computershare Trust Company, N.A. (under a fourth supplemental indenture thereto), as debenture co-trustees, and a seventh supplemental indenture thereto and shall be convertible at the option of the holder into common shares in the capital of the Corporation (“Common Shares”) at a conversion price of Cdn$4.20 per Common Share (the “Conversion Price”) at any time prior to the earlier of the close of business on the business day immediately preceding the Maturity Date and the business day immediately preceding the date specified by the Corporation for redemption of the Debentures, subject to adjustment in certain circumstances.
Registration Rights Agreement Dated As of November 4, 2011 by and among ATLANTIC POWER CORPORATION, THE GUARANTORS LISTED ON SCHEDULE A HERETO and MORGAN STANLEY & CO. LLC TD SECURITIES (USA) LLC as Representatives of the several Initial PurchasersRegistration Rights Agreement • November 7th, 2011 • Atlantic Power Corp • Electric, gas & sanitary services • New York
This Agreement is made pursuant to the Purchase Agreement, dated as of October 26, 2011, by and among the Company, the Guarantors and the Representatives (the “Purchase Agreement”), which provides for, among other things, the sale by the Company to the Initial Purchasers of an aggregate of $460,000,000 principal amount of the Company’s 9% Senior Notes due 2018 (the “Notes”). The Notes are issued under an indenture, dated as of the date hereof between the Company, the Guarantors and Wilmington Trust, National Association, as trustee (the “Trustee”) (the “Indenture”). Pursuant to the Purchase Agreement and the Indenture, the Guarantors are required to guarantee (collectively, the “Guarantees”) the Issuer’s obligations under the Notes and the Indenture. References to the “Securities” shall mean, collectively, the Notes and, when issued, the Guarantees. References to the “Issuer” refer to the Company. In order to induce the Representatives to enter into the Purchase Agreement, the Issuer h
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • August 8th, 2013 • Atlantic Power Corp • Electric, gas & sanitary services • Massachusetts
This Executive Employment Agreement (this “Agreement”) is entered into among Atlantic Power Holdings, Inc. (“Atlantic Holdings” or the “Company”), Atlantic Power Corporation (“Atlantic Power”), and Terrence Ronan (“Executive”). Atlantic Holdings, Atlantic Power and Executive are collectively referred to herein as the “Parties.” This Agreement shall be effective as of April 15, 2013 (the “Effective Date”).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • April 13th, 2010 • Atlantic Power Corp • Massachusetts
This Executive Employment Agreement (the “Agreement”) is entered into by and between Atlantic Power Holdings, Inc. (“Atlantic Holdings” or the “Company”), Atlantic Power Corporation (“Atlantic Power”) and Paul H. Rapisarda (“Executive”). Atlantic Holdings, Atlantic Power and Executive are collectively referred to herein as the “Parties.” This Agreement shall be effective as of December 31, 2009 (the “Effective Date”), subject to the termination of the Management Agreement (as defined below) becoming effective.
ATLANTIC POWER CORPORATION 5,500,000 Common Shares (no par value) UNDERWRITING AGREEMENT June [·], 2012Underwriting Agreement • June 26th, 2012 • Atlantic Power Corp • Electric, gas & sanitary services • New York
SECOND AMENDED AND RESTATED CREDIT AGREEMENT Dated as of August 2, 2013 among ATLANTIC POWER CORPORATION, as the Canadian Borrower, ATLANTIC POWER GENERATION, INC. and ATLANTIC POWER TRANSMISSION, INC., as the US Borrowers, BANK OF MONTREAL, as...Credit Agreement • August 5th, 2013 • Atlantic Power Corp • Electric, gas & sanitary services • New York
This SECOND AMENDED AND RESTATED CREDIT AGREEMENT dated as of August 2, 2013 (as amended, restated, supplemented or otherwise modified from time to time, this “Credit Agreement” or “Agreement”), is by and among ATLANTIC POWER CORPORATION, a corporation continued under the laws of the Province of British Columbia, Canada (the “Canadian Borrower”), ATLANTIC POWER GENERATION, INC., a Delaware corporation (“APG”) and ATLANTIC POWER TRANSMISSION, INC., a Delaware corporation (“APT”), (each of APG and APT is referred to individually herein as a “US Borrower” and collectively as the “US Borrowers” and together with the Canadian Borrower, each individually a “Borrower” and collectively, the “Borrowers”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), each of L/C Issuers from time to time party hereto in such capacity and BANK OF MONTREAL, as Administrative Agent.
ATLANTIC POWER CORPORATION AND COMPUTERSHARE TRUST COMPANY OF CANADA AND COMPUTERSHARE TRUST COMPANY, N.A. FOURTH SUPPLEMENTAL INDENTURE TO TRUST INDENTURE DATED DECEMBER 17, 2009 NOVEMBER 29, 2012Fourth Supplemental Indenture • November 30th, 2012 • Atlantic Power Corp • Electric, gas & sanitary services • New York
MEMBERSHIP INTEREST PURCHASE AGREEMENT by and between ATLANTIC POWER TRANSMISSION, INC. and TERRAFORM AP ACQUISITION HOLDINGS, LLC dated as of March 31, 2015Membership Interest Purchase Agreement • May 7th, 2015 • Atlantic Power Corp • Electric, gas & sanitary services • New York
This MEMBERSHIP INTEREST PURCHASE AGREEMENT (this “Agreement”), dated as of March 31, 2015, is made and entered into by and between ATLANTIC POWER TRANSMISSION, INC., a Delaware corporation (the “Seller”), and TERRAFORM AP ACQUISITION HOLDINGS, LLC, a Delaware limited liability company (the “Buyer”).
ATLANTIC POWER CORPORATION as Company ATLANTIC POWER PREFERRED EQUITY LTD. as AP Preferred Equity Issuer ATLANTIC POWER LIMITED PARTNERSHIP as APLP and TIDAL POWER HOLDINGS LIMITED and TIDAL POWER AGGREGATOR, LP as Purchasers ARRANGEMENT AGREEMENT...Arrangement Agreement • January 15th, 2021 • Atlantic Power Corp • Electric, gas & sanitary services • British Columbia
Proposed Amendment: Addition of a mandatory conditional redemption obligation of APLP in respect of the outstanding APLP MTNs for consideration equal to the Noteholder Consideration
NOTICE TO HOLDERS OF 6.00% SERIES E CONVERTIBLE UNSECURED SUBORDINATED DEBENTURES DUE JANUARY 31, 2025 OF ATLANTIC POWER CORPORATIONArrangement Agreement • April 30th, 2021 • Atlantic Power Corp • Electric, gas & sanitary services
On January 14, 2021, Atlantic Power Corporation (“Atlantic Power” or the “Company”), Atlantic Power Preferred Equity Ltd. (“APPEL”) and Atlantic Power Limited Partnership entered into an arrangement agreement, as amended on April 1, 2021 and April 29, 2021 (the “Arrangement Agreement”) with Tidal Power Holdings Limited (“Bidco”) and Tidal Power Aggregator, L.P. (together with Bidco, the “Purchasers”). The Purchasers are each affiliates of infrastructure funds managed by I Squared Capital Advisors (US) LLC. Under the terms of the Arrangement Agreement, Bidco will directly or indirectly acquire all of the outstanding common shares of the Company (the “Common Shares”) for US$3.03 in cash per Common Share (less applicable withholdings) and all of the outstanding preferred shares of Atlantic Power Preferred Equity Ltd. (the “Preferred Shares”) will be transferred to APPEL for C$22.00 in cash per Preferred Share (less applicable withholdings) pursuant to a plan of arrangement (the “Arrangeme
THIRD AMENDMENT TO CREDIT AND GUARANTY AGREEMENTCredit and Guaranty Agreement • August 2nd, 2018 • Atlantic Power Corp • Electric, gas & sanitary services • New York
THIS THIRD AMENDMENT TO CREDIT AND GUARANTY AGREEMENT (this “Amendment”) is dated as of April 19, 2018 and is entered into by and among APLP HOLDINGS LIMITED PARTNERSHIP, a limited partnership formed under the laws of the Province of Ontario, Canada (the “Borrower”), by its general partner, ATLANTIC POWER GP II INC., a corporation organized under the laws of the Province of British Columbia, Canada (in such capacity, the “General Partner”), ATLANTIC POWER CORPORATION, a corporation organized under the laws of the Province of British Columbia, Canada (the “Sponsor”), GOLDMAN SACHS LENDING PARTNERS LLC (“Goldman Sachs”), as Administrative Agent (“Administrative Agent”), acting with the consent of the Requisite Lenders and, for purposes of Section VIII hereof, the GUARANTORS listed on the signature pages hereto, and is made with reference to that certain CREDIT AND GUARANTY AGREEMENT dated as of April 13, 2016, as amended by that certain First Amendment to Credit and Guaranty Agreement, d
EXECUTIVE SEVERANCE AND RELEASE AGREEMENTExecutive Severance and Release Agreement • October 22nd, 2014 • Atlantic Power Corp • Electric, gas & sanitary services • Massachusetts
This Executive Severance and Release Agreement (the “Agreement”) is entered into by and among Atlantic Power Holdings, Inc. (“Atlantic Holdings” or the “Company”), Atlantic Power Corporation (“Atlantic Power”), and Paul H. Rapisarda (the “Executive”) (collectively, the “Parties”).
PURCHASE AND SALE AGREEMENT by and between APEX WIND ENERGY HOLDINGS, LLC, as Seller and ATLANTIC OKLAHOMA WIND, LLC, as Purchaser Dated as of January 31, 2012Purchase and Sale Agreement • November 5th, 2012 • Atlantic Power Corp • Electric, gas & sanitary services • New York
This Purchase and Sale Agreement (this “Agreement”), dated as of January 31, 2012, is made and entered into by and between Apex Wind Energy Holdings, LLC, a Delaware limited liability company (“Seller”), and Atlantic Oklahoma Wind, LLC, a Delaware limited liability company (“Purchaser”).
Mr. Edward C. HallEmployment Agreement • August 8th, 2013 • Atlantic Power Corp • Electric, gas & sanitary services
Addendum to Executive Employment AgreementExecutive Employment Agreement • September 5th, 2013 • Atlantic Power Corp • Electric, gas & sanitary services
THIS ADDENDUM TO Executive Employment Agreement is made as of the 30th day of August 2013, by and between Atlantic Power Corp. (“Company”) and (“Employee”).
AMENDED AND RESTATED OPERATING AGREEMENT OF CANADIAN HILLS WIND, LLC an Oklahoma limited liability companyOperating Agreement • November 5th, 2012 • Atlantic Power Corp • Electric, gas & sanitary services • Oklahoma
This Amended and Restated Operating Agreement (“Agreement”) of Canadian Hills Wind, LLC, an Oklahoma limited liability company (the “Company”), is made as of the 31st day of January, 2012, by and between Apex Wind Energy Holdings, LLC, a Delaware limited liability company (the “Apex Member”), and Atlantic Oklahoma Wind, LLC, a Delaware limited liability company (the “AP Member”).
CONSENTConsent • November 21st, 2012 • Atlantic Power Corp • Electric, gas & sanitary services • New York
THIS CONSENT, dated as of November 19, 2012 (this “Consent”), is among Atlantic Power Corporation, a corporation continued under the laws of the Province of British Columbia (“APC”), Atlantic Power Generation, Inc., a Delaware corporation (“APG”) and Atlantic Power Transmission, Inc., a Delaware corporation (“APT”, together with APG and APC, each individually a “Borrower” and collectively, the “Borrowers”), the Lenders signatory hereto and Bank of Montreal, in its capacity as administrative agent (“Administrative Agent”) under the Credit Agreement described below.
FOURTH AMENDED AND RESTATED LONG-TERM INCENTIVE PLAN PARTICIPATION AGREEMENT AND CONFIRMATIONParticipation Agreement • August 8th, 2013 • Atlantic Power Corp • Electric, gas & sanitary services
Pursuant to the Fourth Amended and Restated Long-Term Incentive Plan (the “Plan”) of Atlantic Power Holdings, Inc. (“Atlantic Holdings”) dated November 05, 2011 and in consideration of services provided to the Issuer and/or any of its subsidiaries by the Participant, Atlantic Holdings hereby grants to the Participant 36,961 Notional Shares under the Plan.
SECURITIES PLEDGE AGREEMENTSecurities Pledge Agreement • April 13th, 2016 • Atlantic Power Corp • Electric, gas & sanitary services • Ontario
TO: GOLDMAN SACHS LENDING PARTNERS LLC, in its capacity as collateral agent for the benefit of the Secured Parties (together with its successors and assigns in such capacity, “Collateral Agent”)
CONSENT AND RELEASEConsent and Release • March 1st, 2013 • Atlantic Power Corp • Electric, gas & sanitary services • New York
THIS CONSENT AND RELEASE, dated as of January 15, 2013 (this “Consent”), is among Atlantic Power Corporation, a corporation continued under the laws of the Province of British Columbia (“APC”), Atlantic Power Generation, Inc., a Delaware corporation (“APG”) and Atlantic Power Transmission, Inc., a Delaware corporation (“APT”, together with APG and APC, each individually a “Borrower” and collectively, the “Borrowers”), each of the Subsidiaries signatory hereto, each of the Lenders signatory hereto, Bank of Montreal, in its capacity as administrative agent (“Administrative Agent”) under the Credit Agreement described below, and Bank of Montreal, in its capacity as collateral agent (“Collateral Agent”) under the Intercreditor Agreement described below.
SIXTH AMENDMENT TO CREDIT AND GUARANTY AGREEMENTCredit and Guaranty Agreement • March 18th, 2020 • Atlantic Power Corp • Electric, gas & sanitary services • New York
THIS SIXTH AMENDMENT TO CREDIT AND GUARANTY AGREEMENT (this “Amendment”) is dated as of March 18, 2020 and is entered into by and among APLP HOLDINGS LIMITED PARTNERSHIP, a limited partnership formed under the laws of the Province of Ontario, Canada (the “Borrower”), by its general partner, ATLANTIC POWER GP II INC., a corporation organized under the laws of the Province of British Columbia, Canada (in such capacity, the “General Partner”), ATLANTIC POWER CORPORATION, a corporation organized under the laws of the Province of British Columbia, Canada (the “Sponsor”), GOLDMAN SACHS LENDING PARTNERS LLC (“Goldman Sachs”), as Administrative Agent (“Administrative Agent”), acting with the consent of the Requisite Revolving Lenders and, for purposes of Section VIII hereof, the GUARANTORS listed on the signature pages hereto, and is made with reference to that certain CREDIT AND GUARANTY AGREEMENT dated as of April 13, 2016, as amended by that certain First Amendment to Credit and Guaranty Ag
CREDIT AGREEMENT Dated as of November 18, 2004Credit Agreement • April 13th, 2010 • Atlantic Power Corp • New York
THIS CREDIT AGREEMENT dated as of November 18, 2004 is made and entered into by and among ATLANTIC POWER HOLDINGS, LLC, a Delaware limited liability company (the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), BANK OF MONTREAL as Administrative Agent and L/C Issuer, and as Collateral Agent.
SETTLEMENT AGREEMENTSettlement Agreement • May 21st, 2015 • Atlantic Power Corp • Electric, gas & sanitary services • Ontario
This Settlement Agreement (this “Agreement”) is dated as of May 21, 2015, by and among Mangrove Partners, a Cayman Islands exempted company, on behalf of itself and its affiliated and managed funds, persons and entities, both current and future (collectively, “Mangrove”) and Atlantic Power Corporation, a corporation established under the laws of British Columbia, Canada (the “Company”).
ATLANTIC POWER CORPORATION AND COMPUTERSHARE TRUST COMPANY OF CANADA THIRD SUPPLEMENTAL INDENTURE TO TRUST INDENTURE DATED DECEMBER 17, 2009 August 17, 2012Third Supplemental Indenture • August 20th, 2012 • Atlantic Power Corp • Electric, gas & sanitary services • Ontario
COMPUTERSHARE TRUST COMPANY OF CANADA, a trust company authorized to carry on business in all of the provinces and territories of Canada
ATLANTIC POWER CORPORATION AND COMPUTERSHARE TRUST COMPANY OF CANADA AND COMPUTERSHARE TRUST COMPANY, N.A. FIFTH SUPPLEMENTAL INDENTURE TO TRUST INDENTURE DATED DECEMBER 17, 2009 PROVIDING FOR THE ISSUE OF SERIES D EXTENDIBLE CONVERTIBLE UNSECURED...Fifth Supplemental Indenture • December 11th, 2012 • Atlantic Power Corp • Electric, gas & sanitary services • New York
COMPUTERSHARE TRUST COMPANY OF CANADA, a trust company authorized to carry on business in all of the provinces and territories of Canada
Second Supplemental IndentureSecond Supplemental Indenture • November 7th, 2011 • Atlantic Power Corp • Electric, gas & sanitary services • New York
SECOND SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of November 5, 2011, among Curtis Palmer LLC, a Delaware limited liability company (“Curtis Palmer”), Atlantic Power Corporation (or its successor), a British Columbia corporation (“Atlantic Power”), the Guarantors (the “Existing Guarantors”) under the Indenture referred to below, and Wilmington Trust, National Association, as trustee under the Indenture referred to below (the “Trustee”).
AMENDED AND RESTATED OPERATING AGREEMENT OF CANADIAN HILLS HOLDING COMPANY, LLC a Delaware limited liability companyOperating Agreement • November 5th, 2012 • Atlantic Power Corp • Electric, gas & sanitary services • Delaware
This Amended and Restated Operating Agreement (“Agreement”) of Canadian Hills Holding Company, LLC, a Delaware limited liability company (the “Company”), dated as of March 30, 2012 (the “Effective Date”), is adopted, executed and agreed to, for good and valuable consideration, by the Members (as defined below).
SETTLEMENT AGREEMENTSettlement Agreement • November 25th, 2014 • Atlantic Power Corp • Electric, gas & sanitary services • Ontario
This Settlement Agreement (this “Agreement”) is dated as of November 24, 2014, by and among Clinton Group, Inc., a Delaware corporation, on behalf of itself and its affiliated funds, persons and entities, both current and future (“Clinton”) and Atlantic Power Corporation, a corporation established under the laws of British Columbia, Canada (the “Company”).
Atlantic Power Services, LLC November 11, 2019 Philip Daniel RorabaughSeverance Agreement • May 7th, 2020 • Atlantic Power Corp • Electric, gas & sanitary services • Massachusetts
PARTICIPATION AGREEMENT AND CONFIRMATIONParticipation Agreement • August 8th, 2013 • Atlantic Power Corp • Electric, gas & sanitary services
Pursuant to the Fifth Amended and Restated Long-Term Incentive Plan (the “Plan”) of Atlantic Power Holdings, Inc. (“Atlantic Holdings”) and in consideration of services provided to the Issuer and/or any of its subsidiaries by the Participant in respect of the 2012 year, Atlantic Holdings hereby grants to the Participant 20,619 Notional Shares under the Plan (“2012 Notional Shares”).
GOLDMAN SACHS LENDING PARTNERS LLC and BANK OF AMERICA N.A., as Joint Syndication Agents, GOLDMAN SACHS LENDING PARTNERS LLC and MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, as Joint Lead Arrangers and Joint Bookrunners, UNION BANK, N.A. and...Loan Agreement • February 28th, 2014 • Atlantic Power Corp • Electric, gas & sanitary services • New York
This CREDIT AND GUARANTY AGREEMENT, dated as of February 24, 2014, is entered into by and among ATLANTIC POWER LIMITED PARTNERSHIP, a limited partnership (the “Borrower”), by its General Partner, ATLANTIC POWER GP INC. (in such capacity, the “General Partner”), CERTAIN SUBSIDIARIES OF BORROWER, as Guarantors, the Lenders party hereto from time to time, GOLDMAN SACHS BANK USA and BANK OF AMERICA, N.A. (“Bank of America”), as L/C Issuers and GOLDMAN SACHS LENDING PARTNERS LLC (“Goldman Sachs”), as Administrative Agent (together with its permitted successors in such capacity, “Administrative Agent”) and as Collateral Agent (together with its permitted successors in such capacity, “Collateral Agent”), with Goldman Sachs and Bank of America, as Joint Syndication Agents (in such capacity, “Syndication Agents”), Goldman Sachs and MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED (“Merrill Lynch”) as Joint Lead Arrangers (in such capacity, “Arrangers”) and Joint Bookrunners, UNION BANK, N.A.
Third Supplemental IndentureThird Supplemental Indenture • March 1st, 2013 • Atlantic Power Corp • Electric, gas & sanitary services • New York
THIRD SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of February 22, 2012 among Atlantic Oklahoma Wind, LLC, a Delaware limited liability company (the “New Guarantor”), Atlantic Power Corporation (or its successor), a British Columbia corporation (“Atlantic Power”), the Guarantors (the “Existing Guarantors”) under the Indenture referred to below, and Wilmington Trust, National Association, as trustee under the Indenture referred to below (the “Trustee”).
FOURTH AMENDED AND RESTATED LONG-TERM INCENTIVE PLAN PARTICIPATION AGREEMENT AND CONFIRMATIONParticipation Agreement • August 8th, 2013 • Atlantic Power Corp • Electric, gas & sanitary services
Pursuant to the Fourth Amended and Restated Long-Term Incentive Plan (the “Plan”) of Atlantic Power Holdings, Inc. (“Atlantic Holdings”) dated November 5, 2011 and in consideration of services provided to the Issuer and/or any of its subsidiaries by the Participant, Atlantic Holdings hereby grants to the Participant 6,000 Notional Shares under the Plan.
