UNDERWRITING AGREEMENTUnderwriting Agreement • May 21st, 2019 • Algonquin Power & Utilities Corp. • Electric services • New York
The Notes will be issued pursuant to an indenture, dated as of October 17, 2018 (the “Base Indenture”), among the Corporation, American Stock Transfer & Trust Company, LLC, as the U.S. Trustee (the “U.S. Trustee”) and AST Trust Company (Canada), as the Canadian Co-Trustee (the “Canadian Co-Trustee” and together with the U.S. Trustee, the “Trustees”). Certain terms of the Notes will be established pursuant to a second supplemental indenture to be dated as of the Closing Date (as defined in Article I below) to the Base Indenture (the “Second Supplemental Indenture” and, together with the Base Indenture, the “Indenture”). The Notes will be issued in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “Depositary”), pursuant to a Letter of Representations, to be dated on or before the Closing Date (the “DTC Agreement”), by the Corporation to the Depositary.
