Exhibit 4.3

 

First Supplemental Indenture

 

FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of November 5, 2011, among the signatories hereto (the “New Guarantors”), a subsidiary of 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”).

 

W I T N E S S E T H :

 

WHEREAS Atlantic Power has heretofore executed and delivered to the Trustee an Indenture (as such may be amended from time to time, the “Indenture”), dated as of November 4, 2011, providing for the issuance of its 9% Senior Notes due 2018 (the “Notes”);

 

WHEREAS under certain circumstances Atlantic Power is required (or permitted) to cause the New Guarantors to execute and deliver to the Trustee a supplemental indenture pursuant to which the New Guarantors shall unconditionally guarantee all of Atlantic Power’s obligations under the Notes pursuant to a Guarantee on the terms and conditions set forth herein; and

 

WHEREAS pursuant to Section 8.01 of the Indenture, the Trustee, Atlantic Power and the Existing Guarantors are authorized to execute and deliver this Supplemental Indenture;

 

NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the New Guarantors, Atlantic Power, the Existing Guarantors and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders as follows:

 

1.             Definitions.

 

(a)           Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.

 

(b)           For all purposes of this Supplemental Indenture, except as otherwise herein expressly provided or unless the context otherwise requires:  (i) the terms and expressions used herein shall have the same meanings as corresponding terms and expressions used in the Indenture; and (ii) the words “herein,” “hereof” and “hereby” and other words of similar import used in this Supplemental Indenture refer to this Supplemental Indenture as a whole and not to any particular section hereof.

 

2.             Agreement to Guarantee.  Each New Guarantor hereby agrees, jointly and severally with all other Guarantors, to guarantee Atlantic Power’s obligations under the Notes and the Indenture on the terms and subject to the conditions set forth in Article 10 of the Indenture and to be bound by all other applicable provisions of the Indenture.  From and after the date hereof, each New Guarantor shall be a Guarantor for all purposes under the Indenture and the Notes.

 

3.             Ratification of Indenture; Supplemental Indentures Part of Indenture.  Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect.  This Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder heretofore or hereafter authenticated and delivered shall be bound hereby.

 











 

4.             Governing Law.  THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AS APPLIED TO CONTRACTS MADE AND PERFORMED WITHIN THE STATE OF NEW YORK (INCLUDING, WITHOUT LIMITATION, SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW OR ANY SUCCESSOR STATUTE).  EACH OF THE PARTIES HERETO AGREES TO SUBMIT TO THE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS SUPPLEMENTAL INDENTURE.

 

5.             Trustee Makes No Representation.  The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which are made solely by Atlantic Power.

 

6.             Multiple Counterparts.  The parties may sign multiple counterparts of this Supplemental Indenture.  Each signed counterpart shall be deemed an original, but all of them together represent one and the same agreement.

 

7.             Headings.  The headings of this Supplemental Indenture have been inserted for convenience of reference only, are not to be considered a part hereof, and shall in no way modify or restrict any of the terms or provisions hereof.

 











 

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the date and year first above written.

 

	
 
    	
NEW   GUARANTORS:
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
CAPITAL   POWER INCOME L.P.
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:   CPI   INCOME SERVICES LTD., ITS GENERAL PARTNER
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   Barry E. Welch
    
	
 
    	
 
    	
Name:   
    	
Barry   E. Welch
    
	
 
    	
 
    	
Title:
    	
Chief   Executive Officer
    
	
 
    	
 
    	
 
    
	
 
    	
CPI   INCOME SERVICES LTD.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   Barry E. Welch
    
	
 
    	
 
    	
Name:
    	
Barry   E. Welch
    
	
 
    	
 
    	
Title:
    	
Chief   Executive Officer
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
CPI   POWER (US) GP
    
	
 
    	
 
    	
 
    
	
 
    	
By:   CAPITAL   PREFERRED EQUITY LTD., 
   ITS GENERAL PARTNER
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   Barry E. Welch
    
	
 
    	
 
    	
Name:
    	
Barry   E. Welch
    
	
 
    	
 
    	
Title:
    	
Chief   Executive Officer
    


 











 

	
 
    	
ATLANTIC   POWER CORPORATION
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   Barry E. Welch
    
	
 
    	
 
    	
Name:
    	
Barry   E. Welch
    
	
 
    	
 
    	
Title:
    	
President   and Chief Executive Officer
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   Paul H. Rapisarda
    
	
 
    	
 
    	
Name:
    	
Paul   H. Rapisarda
    
	
 
    	
 
    	
Title:
    	
Managing   Director of Acquisitions and Asset Management
    


 











 

	
 
    	
EXISTING   GUARANTORS:
    
	
 
    	
 
    	
 
    
	
 
    	
ATLANTIC   AUBURNDALE, LLC
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   Barry E. Welch
    
	
 
    	
 
    	
Name:
    	
Barry   E. Welch
    
	
 
    	
 
    	
Title:
    	
President
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
ATLANTIC   CADILLAC HOLDINGS, LLC
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   Barry E. Welch
    
	
 
    	
 
    	
Name:
    	
Barry   E. Welch
    
	
 
    	
 
    	
Title:
    	
President
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
ATLANTIC   IDAHO WIND C, LLC
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   Barry E. Welch
    
	
 
    	
 
    	
Name:
    	
Barry   E. Welch
    
	
 
    	
 
    	
Title:
    	
President
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
ATLANTIC   IDAHO WIND HOLDINGS, LLC
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   Barry E. Welch
    
	
 
    	
 
    	
Name:
    	
Barry   E. Welch
    
	
 
    	
 
    	
Title:
    	
President
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
ATLANTIC   PIEDMONT HOLDINGS, LLC
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   Barry E. Welch
    
	
 
    	
 
    	
Name:
    	
Barry   E. Welch
    
	
 
    	
 
    	
Title:
    	
President
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
ATLANTIC   POWER GENERATION, INC.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   Barry E. Welch
    
	
 
    	
 
    	
Name:
    	
Barry   E. Welch
    
	
 
    	
 
    	
Title:
    	
President
    


 











 

	
 
    	
ATLANTIC   POWER HOLDINGS, INC.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   Barry E. Welch
    
	
 
    	
 
    	
Name:
    	
Barry   E. Welch
    
	
 
    	
 
    	
Title:
    	
President
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
ATLANTIC   POWER SERVICES, LLC
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   Barry E. Welch
    
	
 
    	
 
    	
Name:   
    	
Barry   E. Welch
    
	
 
    	
 
    	
Title:
    	
President
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
ATLANTIC   POWER SERVICES CANADA GP INC.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   Barry E. Welch
    
	
 
    	
 
    	
Name:
    	
Barry   E. Welch
    
	
 
    	
 
    	
Title:
    	
President
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
ATLANTIC   POWER SERVICES CANADA LP
    
	
 
    	
 
    	
 
    
	
 
    	
By:        ATLANTIC   POWER SERVICES CANADA GP INC., ITS GENERAL PARTNER
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   Barry E. Welch
    
	
 
    	
 
    	
Name:
    	
Barry   E. Welch
    
	
 
    	
 
    	
Title:
    	
President
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
ATLANTIC   POWER TRANSMISSION, INC.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   Barry E. Welch
    
	
 
    	
 
    	
Name:
    	
Barry   E. Welch
    
	
 
    	
 
    	
Title:
    	
President
    
	
 
    	
 
    	
 
    
	
 
    	
ATLANTIC   RENEWABLES HOLDINGS, LLC
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   Barry E. Welch
    
	
 
    	
 
    	
Name:
    	
Barry   E. Welch
    
	
 
    	
 
    	
Title:
    	
President
    


 












 

	
 
    	
AUBURNDALE   GP, LLC
    
	
 
    	
 
    
	
 
    	
By:
    	
AUBURNDALE   LP, LLC,
    
	
 
    	
ITS   SOLE MEMBER
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
ATLANTIC   AUBURNDALE, LLC,
    
	
 
    	
ITS   SOLE MEMBER
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   Barry E. Welch
    
	
 
    	
 
    	
Name:
    	
Barry   E. Welch
    
	
 
    	
 
    	
Title:
    	
President
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
AUBURNDALE   LP, LLC
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
ATLANTIC   AUBURNDALE, LLC,
    
	
 
    	
ITS   SOLE MEMBER
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   Barry E. Welch
    
	
 
    	
 
    	
Name:
    	
Barry   E. Welch
    
	
 
    	
 
    	
Title:
    	
President
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
BADGER   POWER ASSOCIATES, L.P.
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
TETON   POWER FUNDING, LLC,
    
	
 
    	
ITS   GENERAL PARTNER
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   Barry E. Welch
    
	
 
    	
 
    	
Name:
    	
Barry   E. Welch
    
	
 
    	
 
    	
Title:
    	
President
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
BADGER   POWER GENERATION I LLC,
    
	
 
    	
ITS   GENERAL PARTNER
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   Barry E. Welch
    
	
 
    	
 
    	
Name:
    	
Barry   E. Welch
    
	
 
    	
 
    	
Title:
    	
President
    


 











 

	
 
    	
BADGER   POWER GENERATION I LLC
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   Barry E. Welch
    
	
 
    	
 
    	
Name:
    	
Barry   E. Welch
    
	
 
    	
 
    	
Title:
    	
President
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
BADGER   POWER GENERATION II LLC
    	
 

	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   Barry E. Welch
    
	
 
    	
 
    	
Name:
    	
Barry   E. Welch
    
	
 
    	
 
    	
Title:
    	
President
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
BAKER   LAKE HYDRO LLC
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   Barry E. Welch
    
	
 
    	
 
    	
Name:
    	
Barry   E. Welch
    
	
 
    	
 
    	
Title:
    	
President
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
DADE   INVESTMENT, L.P.
    
	
 
    	
 
    
	
 
    	
By:
    	
NCP   DADE POWER, LLC,
    
	
 
    	
ITS   GENERAL PARTNER
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   Barry E. Welch
    
	
 
    	
 
    	
Name:
    	
Barry   E. Welch
    
	
 
    	
 
    	
Title:
    	
President
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
EPSILON   POWER FUNDING, LLC
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   Barry E. Welch
    
	
 
    	
 
    	
Name:
    	
Barry   E. Welch
    
	
 
    	
 
    	
Title:
    	
President
    
					


 











 

	
 
    	
HARBOR   CAPITAL HOLDINGS, LLC
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
ATLANTIC   POWER HOLDINGS, INC.,
    
	
 
    	
ITS   SOLE MEMBER
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   Barry E. Welch
    
	
 
    	
 
    	
Name:
    	
Barry   E. Welch
    
	
 
    	
 
    	
Title:
    	
President
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
LAKE   COGEN LTD.
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
NCP   LAKE POWER LLC
    
	
 
    	
ITS   GENERAL PARTNER
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   Barry E. Welch
    
	
 
    	
 
    	
Name:
    	
Barry   E. Welch
    
	
 
    	
 
    	
Title:
    	
President
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
LAKE   INVESTMENT, L.P.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
NCP   LAKE POWER, LLC
    
	
 
    	
ITS   GENERAL PARTNER
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   Barry E. Welch
    
	
 
    	
 
    	
Name:
    	
Barry   E. Welch
    
	
 
    	
 
    	
Title:
    	
President
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
NCP   DADE POWER LLC
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   Barry E. Welch
    
	
 
    	
 
    	
Name:
    	
Barry   E. Welch
    
	
 
    	
 
    	
Title:
    	
President
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
NCP   GEM LLC
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   Barry E. Welch
    
	
 
    	
 
    	
Name:
    	
Barry   E. Welch
    
	
 
    	
 
    	
Title:
    	
President
    


 











 

	
 
    	
NCP   LAKE POWER LLC
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   Barry E. Welch
    
	
 
    	
 
    	
Name:
    	
Barry   E. Welch
    
	
 
    	
 
    	
Title:
    	
President
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
NCP   PASCO LLC
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   Barry E. Welch
    
	
 
    	
 
    	
Name:   
    	
Barry   E. Welch
    
	
 
    	
 
    	
Title:
    	
President
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
OLYMPIA   HYDRO LLC
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   Barry E. Welch
    
	
 
    	
 
    	
Name:
    	
Barry   E. Welch
    
	
 
    	
 
    	
Title:
    	
President
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
ORLANDO   POWER GENERATION I LLC
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   Barry E. Welch
    
	
 
    	
 
    	
Name:
    	
Barry   E. Welch
    
	
 
    	
 
    	
Title:
    	
President
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
ORLANDO   POWER GENERATION II LLC
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   Barry E. Welch
    
	
 
    	
 
    	
Name:
    	
Barry   E. Welch
    
	
 
    	
 
    	
Title:
    	
President
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
PASCO   COGEN, LTD.
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
NCP   DADE POWER LLC,
    
	
 
    	
ITS   GENERAL PARTNER
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   Barry E. Welch
    
	
 
    	
 
    	
Name:
    	
Barry   E. Welch
    
	
 
    	
 
    	
Title:
    	
President
    


 











 

	
 
    	
TETON   EAST COAST GENERATION LLC
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   Barry E. Welch
    
	
 
    	
 
    	
Name:
    	
Barry   E. Welch
    
	
 
    	
 
    	
Title:
    	
President
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
TETON   NEW LAKE, LLC
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   Barry E. Welch
    
	
 
    	
 
    	
Name:
    	
Barry   E. Welch
    
	
 
    	
 
    	
Title:
    	
President
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
TETON   OPERATING SERVICES, LLC
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   Barry E. Welch
    
	
 
    	
 
    	
Name:
    	
Barry   E. Welch
    
	
 
    	
 
    	
Title:
    	
President
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
TETON   POWER FUNDING, LLC
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   Barry E. Welch
    
	
 
    	
 
    	
Name:
    	
Barry   E. Welch
    
	
 
    	
 
    	
Title:
    	
President
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
TETON   SELKIRK LLC
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   Barry E. Welch
    
	
 
    	
 
    	
Name:   
    	
Barry   E. Welch
    
	
 
    	
 
    	
Title:
    	
President