JUST ENERGY GROUP INC. AND Trustee INDENTURE DATED AS OF ________ __, 20__ SUBORDINATED DEBT SECURITIESIndenture • December 17th, 2019 • Just Energy Group Inc. • Natural gas distribution • New York
EIGHTH AMENDED AND RESTATED CREDIT AGREEMENT AMONG JUST ENERGY ONTARIO L.P. and JUST ENERGY (U.S.) CORP. as Borrowers AND CANADIAN IMPERIAL BANK OF COMMERCE, as Administrative Agent, Co-Lead Arranger and Joint Bookrunner AND NATIONAL BANK OF CANADA,...Credit Agreement • June 1st, 2018 • Just Energy Group Inc. • Natural gas distribution • Ontario
CONFIRMATION OF SUBORDINATION AGREEMENTSubordination Agreement • January 19th, 2012 • Just Energy Group Inc. • Ontario
COMPUTERSHARE TRUST COMPANY OF CANADA, a trust company incorporated under the federal laws of Canada having an office in Toronto, Ontario, as trustee under the Trust Indenture (in such capacity, and its successors and assigns are herein called the “Trustee”)
ACCOMMODATION AND SUPPORT AGREEMENTAccommodation and Support Agreement • August 8th, 2022 • Just Energy Group Inc. • Natural gas distribution • Ontario
WHEREAS the Borrowers, the Agent and the Lenders are parties to a ninth amended and restated credit agreement dated as of September 28, 2020 (as amended, restated, supplemented or otherwise modified prior to the date hereof, the “Credit Agreement”);
LOAN AGREEMENT AMONG JUST ENERGY GROUP INC. as Borrower AND NATIONAL BANK OF CANADA, as Administrative Agent AND SAGARD CREDIT PARTNERS, LP and EACH OTHER PERSON from time to time party hereto as a Lender, as Lenders MADE AS OF SEPTEMBER 12, 2018Loan Agreement • September 20th, 2018 • Just Energy Group Inc. • Natural gas distribution • Ontario
SAGARD CREDIT PARTNERS, LP, and each other Person from time to time party to this Agreement as a Lender (hereinafter in such capacities individually referred to as a “Lender” and collectively in such capacities referred to as, the “Lenders”)
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • August 8th, 2022 • Just Energy Group Inc. • Natural gas distribution • Texas
This Executive Employment Agreement (“Agreement”) is made and entered into by and between Just Energy (U.S.) Corp. (“Employer”) and James Brown (“Executive” or “you”). At times in this Agreement, Employer and Executive may be referred to individually as a “Party” or collectively as the “Parties.”
Execution Version NINTH AMENDED AND RESTATED CREDIT AGREEMENT AMONG JUST ENERGY ONTARIO L.P. and JUST ENERGY (U.S.) CORP. as Borrowers AND NATIONAL BANK OF CANADA, as Administrative Agent, Co - Lead Arranger and Joint Bookrunner AND CANADIAN IMPERIAL...Credit Agreement • October 1st, 2020 • Just Energy Group Inc. • Natural gas distribution • Ontario
AMENDED AND RESTATED CHIEF EXECUTIVE OFFICER EMPLOYMENT AGREEMENTChief Executive Officer Employment Agreement • August 8th, 2022 • Just Energy Group Inc. • Natural gas distribution • Texas
This Amended and Restated Chief Executive Officer Employment Agreement (“Agreement”) is made and entered into by and amongst Just Energy Group Inc., a Canadian corporation (“JEGI”), Just Energy (U.S.) Corp. (“Employer”) and R. Scott Gahn (“Executive” or “you”) as of the Effective Date. At times in this Agreement, JEGI, Employer and Executive may be referred to individually as a “Party” or collectively as the “Parties.”
30355430.16 EXECUTION VERSION FIRST AMENDED AND RESTATED LOAN AGREEMENT AMONG JUST ENERGY GROUP INC. as Borrower AND COMPUTERSHARE TRUST COMPANY OF CANADA, as Agent AND SAGARD CREDIT PARTNERS, LP and EACH OTHER PERSON from time to time party hereto as...Loan Agreement • October 1st, 2020 • Just Energy Group Inc. • Natural gas distribution
Execution Version SUPPORT AGREEMENT This support agreement (the “ Agreement ”) sets out the terms and conditions upon which the signatories hereto (collectively, the “ Supporting Convertible Debentureholders ”), as holders of Convertible Debentures...Support Agreement • August 27th, 2020 • Just Energy Group Inc. • Natural gas distribution
FIRST AMENDMENT TO FOURTH AMENDED AND RESTATED CREDIT AGREEMENT AND CONSENTCredit Agreement • January 19th, 2012 • Just Energy Group Inc. • Ontario
FOURTH AMENDMENT TO FIFTH AMENDED AND RESTATED CREDIT AGREEMENT AND CONSENTCredit Agreement • June 4th, 2015 • Just Energy Group Inc. • Natural gas distribution • Ontario
WHEREAS the Borrowers, the Agent and the Lenders are parties to a fifth amended and restated credit agreement dated as of October 2, 2013, as amended by a first amendment dated as of January 29, 2014, a second amendment dated as of March 31, 2014 and a third amendment dated as of June 27, 2014 (as further amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”);
DATED 22 JANUARY 2014 JUST ENERGY GROUP INC. (as Issuer) and ISM CAPITAL LLP (as Manager) and MACKIE RESEARCH CAPITAL CORPORATION (as Manager) SUBSCRIPTION AGREEMENT Condor House London EC4M 8AL Tel. +44 (0)20 3201 5000 Fax: +44 (0)20 3201 5001Subscription Agreement • February 3rd, 2014 • Just Energy Group Inc. • Natural gas distribution
Execution Version EIGHTH AMENDMENT TO EIGHTH AMENDED AND RESTATED CREDIT AGREEMENT AND CONSENT AGREEMENT THIS AGREEMENT made as of the 8th day of July, 2020 B E T W E E N: JUST ENERGY ONTARIO L.P. , an Ontario limited partnership as Canadian borrower...Eighth Amendment to Eighth Amended and Restated Credit Agreement and Consent Agreement • July 14th, 2020 • Just Energy Group Inc. • Natural gas distribution
Execution Version SUPPORT AGREEMENT SUPPLEMENT WHEREAS , Sagard Credit Partners, LP, Sagard Credit Partners (Cayman), LP, LVS III SPE XV LP, TOCU XVII LLC, HVS XVI LLC and OC II LVS XIV LP (collectively, the “ Lenders ”) and Just Energy Group Inc ....Support Agreement Supplement • August 27th, 2020 • Just Energy Group Inc. • Natural gas distribution
THIRD AMENDMENT TO FIFTH AMENDED AND RESTATED CREDIT AGREEMENT AND CONSENTCredit Agreement • June 4th, 2015 • Just Energy Group Inc. • Natural gas distribution • Ontario
WHEREAS the Borrowers, the Agent and the Lenders are parties to a fifth amended and restated credit agreement, dated as of October 2, 2013, as amended by a first amendment dated as of January 29, 2014 and a second amendment dated as of March 31, 2014 (as further amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”);
UNDERWRITING AGREEMENTUnderwriting Agreement • January 19th, 2012 • Just Energy Group Inc. • Ontario
RBC Dominion Securities Inc., GMP Securities L.P., CIBC World Markets Inc., National Bank Financial Inc., Scotia Capital Inc. and TD Securities Inc.(collectively, the “Underwriters”) understand that Just Energy Income Fund (the “Fund”) proposes to issue and sell to the Underwriters an aggregate of $330,000,000 principal amount of 6% convertible extendible unsecured subordinated debentures of the Fund (the “Offered Securities”).
THIRD SUPPLEMENTAL INDENTUREThird Supplemental Indenture • January 19th, 2012 • Just Energy Group Inc. • Ontario
JUST ENERGY GROUP INC., a corporation amalgamated under the laws of Canada (hereinafter called “Just Energy” or the “Corporation”)
PLAN SUPPORT AGREEMENTPlan Support Agreement • May 13th, 2022 • Just Energy Group Inc. • Natural gas distribution • Ontario
This PLAN SUPPORT AGREEMENT (as amended, supplemented, or otherwise modified from time to time in accordance with the terms hereof, together with all exhibits and schedules attached hereto or incorporated herein, this “Agreement”) dated May 12, 2022 is made among:
SECOND SUPPLEMENTAL INDENTURESecond Supplemental Indenture • January 19th, 2012 • Just Energy Group Inc. • Ontario
JUST ENERGY GROUP INC., a corporation amalgamated under the laws of Canada (hereinafter called “Just Energy” or the “Corporation”)
PURCHASE AND SALE AGREEMENT BY AND AMONG JUST ENERGY (U.S.) CORP., JUST ENERGY GROUP INC., FULCRUM RETAIL HOLDINGS LLC AND FULCRUM POWER SERVICES L.P. Dated as of August 24, 2011Purchase and Sale Agreement • January 19th, 2012 • Just Energy Group Inc. • New York
THIS PURCHASE AND SALE AGREEMENT (this “Agreement”) is made and entered into as of the 24th day of August, 2011, by and among JUST ENERGY (U.S.) CORP., a Delaware corporation (the “Purchaser”), JUST ENERGY GROUP INC., a Canadian corporation (“Just Energy”), FULCRUM RETAIL HOLDINGS LLC, a Texas limited liability company (“FRH”), and FULCRUM POWER SERVICES L.P., a Texas limited partnership (the “Seller”). Unless otherwise provided, capitalized terms used herein are defined in Article I.
FIFTH SUPPLEMENTAL INDENTUREFifth Supplemental Indenture • July 5th, 2016 • Just Energy Group Inc. • Natural gas distribution • Ontario
WHEREAS the Issuer, the guarantors party thereto (the "Note Guarantors") and the Trustee are party to an indenture dated as of December 12, 2012 (as amended by a Consent and Waiver Agreement dated as of December 11, 2013, a First Supplemental Indenture dated as of December 24, 2013, the Second Supplemental Indenture dated as of February 21, 2014, the Third Supplemental dated as of July 29, 2014, the Fourth Supplemental Indenture dated as of March 30, 2016 and as may be further amended, restated, supplemented or otherwise modified from time to time, the "Indenture"), pursuant to which the Issuer has issued $80,000,000 of 9.75% Senior Unsecured Notes due 2018 (the "Notes");
TRUST INDENTURETrust Indenture • October 1st, 2020 • Just Energy Group Inc. • Natural gas distribution • Ontario
AMENDMENT NO. 1 TO AT-THE-MARKET ISSUANCE SALES AGREEMENTAt-the-Market Issuance Sales Agreement • January 5th, 2018 • Just Energy Group Inc. • Natural gas distribution
EQUITY INTEREST PURCHASE AGREEMENT BY AND AMONG JUST ENERGY (U.S.) CORP., HUDSON ENERGY CORP., HUDSON PARENT HOLDINGS LLC, THE STOCKHOLDERS OF HUDSON ENERGY CORP., THE MEMBERS OF HUDSON PARENT HOLDINGS LLC AND LAKE CAPITAL PARTNERS LP, AS SELLERS’...Equity Interest Purchase Agreement • January 19th, 2012 • Just Energy Group Inc. • New York
THIS EQUITY INTEREST PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of the 19th day of April, 2010, by and among Just Energy (U.S.) Corp., a Delaware corporation (the “Purchaser”), Hudson Energy Corp., a Delaware corporation (“HEC”), Hudson Parent Holdings LLC, a Delaware limited liability company (“HPH”), the stockholders of HEC, all of whom are listed on the signature pages of this Agreement (collectively, the “HEC Stockholders”), the members of HPH other than HEC, all of whom are listed on the signature pages of this Agreement (collectively, the “HPH Members”), and Lake Capital Partners LP, a Delaware limited partnership, as Sellers’ Representative. HEC, HPH, each of the HEC Stockholders and each of the HPH Members may be referred to individually as a “Seller” and collectively as the “Sellers”. Unless otherwise provided, capitalized terms used herein are defined in Article I.
DATED 29 JANUARY 2014 JUST ENERGY GROUP INC. as Issuer and U.S. BANK TRUSTEES LIMITED as Trustee and ELAVON FINANCIAL SERVICES LIMITED, UK BRANCH as Share Trustee-Custodian TRUST DEED relating to Just Energy Group Inc. US$150,000,000 6.5 per cent....Trust Deed • February 3rd, 2014 • Just Energy Group Inc. • Natural gas distribution • Ontario
JUST ENERGY GROUP INC., a corporation incorporated under the Canada Business Corporations Act whose registered office is at First Canadian Place, 100 King Street West, Suite 2630, Toronto, Ontario, M5X 1E1, Canada (the “Issuer”);
FIRST AMENDMENT TO EIGHTH AMENDED AND RESTATED CREDIT AGREEMENT AND CONSENT AGREEMENTCredit Agreement • October 17th, 2018 • Just Energy Group Inc. • Natural gas distribution • Ontario
WHEREAS the Borrowers, the Agent and the Lenders are parties to an eighth amended and restated credit agreement dated as of April 18, 2018 (as such agreement may be further amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”);
JUST ENERGY GROUP INC. At-the-Market Issuance Sales AgreementAt-the-Market Issuance Sales Agreement • May 2nd, 2017 • Just Energy Group Inc. • Natural gas distribution • New York
Just Energy Group Inc., a corporation incorporated under the Canada Business Corporations Act (the “CBCA”) and having its head office located in the Province of Ontario, Canada (the “Company”), confirms its agreement (this “Agreement”) with FBR Capital Markets & Co. (“FBR”), with respect to the issuance and sale from time to time by the Company, in the manner and subject to the terms and conditions described in this Agreement, of the Company’s 8.50% Series A Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Shares (the “Preferred Shares”) having an aggregate offering price of up to $150 million (the “Placement Shares”), as follows:
INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • October 1st, 2020 • Just Energy Group Inc. • Natural gas distribution • Ontario
THIS INVESTOR RIGHTS AGREEMENT dated September 28, 2020 (this “Agreement”) is made by and between Sagard Credit Partners, LP, Sagard Credit Partners (Cayman), LP, LVS III SPE XV LP, TOCU XVII LLC, HVS XVI LLC and OC II LVS XIV LP (collectively, the
UNDERWRITING AGREEMENTUnderwriting Agreement • January 19th, 2012 • Just Energy Group Inc. • Ontario
Cumulative Redeemable Perpetual Preferred Shares Just Energy Group Inc. UNDERWRITING AGREEMENTUnderwriting Agreement • February 7th, 2017 • Just Energy Group Inc. • Natural gas distribution • New York
Just Energy Group Inc., a corporation incorporated under the Canada Business Corporations Act (“CBCA”) and having its head office located in the Province of Ontario, Canada (the “Company”), proposes to issue and sell to the several underwriters named in Schedule I hereto (the “Underwriters”) for whom you are acting as representatives (the “Representatives”) an aggregate of 4,000,000 8.50% Series A Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Shares (the “Series A Preferred Shares”) of the Company. The Series A Preferred Shares to be issued and sold to the Underwriters as set forth on Schedule I hereto are collectively referred to as the “Firm Shares.” The Company also proposes to grant to the Underwriters an option to purchase up to 600,000 additional Series A Preferred Shares (the “Option Shares”). The Firm Shares and the Option Shares are hereinafter referred to collectively as the “Shares”.
Share Purchase AgreementShare Purchase Agreement • October 21st, 2019 • Just Energy Group Inc. • Natural gas distribution • England and Wales
ContractSupport Agreement • July 14th, 2020 • Just Energy Group Inc. • Natural gas distribution • Ontario
