Exhibit
4.3


 





 


 


FIRST
SUPPLEMENTAL INDENTURE

TO THE

TRUST INDENTURE


 


Providing for the Issue of
Convertible Secured Debentures


 


Dated  November 27, 2009


 


 





 


250 YONGE
STREET

SUITE 2400

TORONTO, ONTARIO  M5B 2M6


 

















 


TABLE OF
CONTENTS


 


	
  ARTICLE 1 INTERPRETATION

  	
  2

  
	
  1.1

  	
  Interpretation of Supplemental
  Indenture

  	
  2

  
	
  1.2

  	
  Definitions

  	
  2

  
	
  1.3

  	
  Headings. Etc.

  	
  2

  
	
  1.4

  	
  Applicable Law

  	
  2

  
	
  1.5

  	
  Language

  	
  2

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  2 INDENTURE SUPPLEMENTAL TO ORIGINAL INDENTURE

  	
  2

  
	
  2.1

  	
  Incorporation with the Original
  Indenture

  	
  2

  
	
  2.2

  	
  Supplemental of Original
  Indenture

  	
  3

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  3 SUPPLEMENTS TO ORIGINAL INDENTURE

  	
  3

  
	
  3.1

  	
  Supplements

  	
  3

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  4 ACCEPTANCE OF TRUSTS BY THE TRUSTEE

  	
  4

  
	
  4.1

  	
  Acceptance of Trusts

  	
  4

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  5 GENERAL

  	
  4

  
	
  5.1

  	
  No Further Amendment

  	
  4

  
	
  5.2

  	
  Enurement

  	
  5

  
	
  5.3

  	
  Governing Law

  	
  5

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  6 EXECUTION

  	
  5

  
	
  6.1

  	
  Execution

  	
  5

  



 

















 


FIRST
SUPPLEMENTAL INDENTURE


 


THIS FIRST SUPPLEMENTAL INDENTURE made as of the 27th day
of November, 2009,


 


BETWEEN:


 


ATLANTIC POWER CORPORATION, a
corporation continued under the laws of the Province of British Columbia


 


(hereinafter referred to as the “Company”)


 


- and -


 


COMPUTERSHARE TRUST COMPANY
OF CANADA, a trust company authorized to carry on business in
all of the provinces and territories of Canada


 


(hereinafter referred to as the “Debenture Trustee”)


 


WITNESSES THAT:


 


WHEREAS the Company and the Trustee are parties to a trust indenture
dated as of October 11, 2006 (the “Original Indenture”)
providing for the creation and issue of convertible secured debentures of the
Company;


 


AND WHEREAS the Company has undertaken and implemented a plan of
arrangement under Division 5 of Part 9 of the Business
Corporations Act (British Columbia) (the “Arrangement”)
to convert the Company’s income participating security structure to a
traditional common share structure as more particularly described in the notice
of special meeting of the holders of 6.25% convertible secured debentures and
management information circular (the “Circular”)
dated October 16, 2009;


 


AND WHEREAS the parties hereto are desirous of supplementing and
amending the Original Indenture in accordance with the terms hereof;


 


AND WHEREAS this supplemental indenture is being entered into by the
parties hereto pursuant to Article 17 of the Original Indenture;


 


AND WHEREAS all necessary proceedings of the Debentureholders (as
defined in the Original Indenture) and the directors of the Company have been
duly passed and all other necessary proceedings have been taken to execute this
supplemental indenture and to make the execution hereof legal, valid and
binding and in accordance with all laws respectively relating to the Company
and with all other laws and regulations in respect thereof;


 


AND WHEREAS the foregoing recitals are made as representations and
statements of fact by the Company and not by the Trustee;


 


NOW THEREFORE it is hereby covenanted, agreed and declared as follows:


 

















 


ARTICLE 1


INTERPRETATION


 


1.1                                                                               Interpretation of Supplemental
Indenture


 


In this supplemental indenture “this supplemental indenture”, “hereof”,
“herein”, “hereby”, “hereunder”, and similar expressions refer to this
supplemental indenture and not to any particular Article, Section or other
portion hereof, and include any and every instrument supplemental or ancillary
hereto or in implementation hereof.


 


1.2                                                                               Definitions


 


All terms contained in this supplemental indenture, including, without
limitation, the recitals hereto, which are defined in the Original Indenture
shall, for all purposes hereof, have the meanings given to such terms in the
Original Indenture, as amended hereby, unless the context otherwise specifies
or requires.


 


1.3                                                                               Headings. Etc.


 


The division of this Indenture into Articles and Sections, the
provision of a Table of Contents and the insertion of headings are for
convenience of reference only and shall not affect the construction or
interpretation of this supplemental indenture, the Original Indenture or of the
Debentures.


 


1.4                                                                               Applicable Law


 


This supplemental indenture shall be construed in accordance with the
laws of the Province of Ontario and the laws of Canada applicable therein and
shall be treated in all respects as Ontario contracts.  The Company hereby irrevocably attorns to the
jurisdiction of the courts of the Province of Ontario.


 


1.5                                                                               Language


 


Each of the parties hereto hereby acknowledges that it has consented to
and requested that this Indenture and all documents relating thereto,
including, without limiting the generality of the foregoing, the form of
Debenture attached hereto as Schedule A, be drawn up in the English language only.


 


Les parties aux présentes reconnaissent avoir accepté  et demandé  que le présent acte de fiducie et tous les documents s’y
rapportant, y compris, sans restreindre la portée générale de ce qui précède,
le formulaire de débenture joint aux présentes à titre d’annexe A, soient
rédigés en langue anglaise seulement.


 


ARTICLE 2


INDENTURE SUPPLEMENTAL TO ORIGINAL INDENTURE


 


2.1                                                                               Incorporation with the Original
Indenture


 


This supplemental indenture is a supplemental indenture within the
meaning of the Original Indenture, and the Original Indenture shall henceforth
be read in conjunction with this


 


2

















 


supplemental indenture and shall together have
effect so far as practicable as if all the provisions of the Original Indenture
and this supplemental indenture were contained in one instrument.


 


2.2                                                                               Supplemental of Original Indenture


 


The Original Indenture is hereby supplemented and amended by the
addition of the provisions hereof.


 


ARTICLE 3


SUPPLEMENTS TO ORIGINAL INDENTURE


 


3.1                                                                               Supplements


 


The Original Indenture is hereby supplemented and amended as follows:


 


(a)                                  by
deleting the words “, including, without limitation, corporate stock
represented by IPSs and corporate stock outstanding upon the separation of IPSs
into the securities represented thereby” in the definition of “Capital Stock”
in Section 1.1(m) of the Original Indenture;


 


(b)                                 by
adding the words “(other than any such sale, lease or transfer to any such
Person or group that does not involve a change in the beneficial ownership of
the Company as a result of any such sale, lease or transfer)” after the words “the
last day of the most recent fiscal quarter” in paragraph (i) of the
definition of “Change of Control” in Section 1.1(p) of the Original
Indenture;


 


(c)                                  by
deleting the words “IPSs,” in the definition of “Freely Tradeable” in Section 1.1(qq)
of the Original Indenture;


 


(d)                                 by
deleting the definitions of “IPS”, “U.S. Plan Assets”, “U.S. Retirement Plan”, “U.S.
Retirement Plan Debentures”, “U.S. Retirement Plan Holder”, “U.S. Retirement
Plan Prohibition” and “U.S. Tax Code” in Sections 1.1(fff), (jjjjj), (kkkkk),
(lllll), (mmmmm), (nnnnn) and (ooooo), respectively, of the Original Indenture
in their entirety;


 


(e)                                  by
deleting Article 3 and Sections 7.4(g) and 7.12 of the Original
Indenture in their entirety;


 


(f)                                    by
deleting the words “and fully-paid Subordinated Notes” from Section 7.4(e) of
the Original Indenture;


 


(g)                                 by
deleting the words “(or either of the Common Shares or Subordinated Notes
comprising the IPSs)” in Section 7.5(d) of the Original Indenture;


 


(h)                                 by
deleting the words “IPSs, Common Shares” in Section 7.5(h) of the
Original Indenture and replacing it with “Common Shares and”;


 


(i)                                     by
deleting the words “(and the Common Shares forming part of the IPSs are listed
on the TSX),” and “and the Common Shares,” in Section 8.8 of the Original
Indenture;


 


3

















 


(j)                                     by
deleting paragraph (f) of Section 17.1 in its entirety;


 


(k)                                  by
deleting the words “(without adjustment for interest accrued hereon or for
dividends, distributions or interest payments on the IPSs issuable upon
conversion)” and replacing them with the words “(without adjustment for
interest accrued hereon or for dividends or distributions on the Common Shares
issuable upon conversion)” in the seventh paragraph of Schedule “A” to the
Original Indenture;


 


(l)                                     by
deleting the words “No adjustment in the number of IPSs to be issued upon
conversion will be made for distributions, dividends or interest payments on
IPSs issuable upon conversion or for interest accrued on Initial Debentures
surrendered for conversion” and replacing them with “No adjustment in the
number of Common Shares to be issued upon conversion will be made for
distributions or dividends on Common Shares issuable upon conversion or for
interest accrued on Initial Debentures surrendered for conversion.” in the
seventh paragraph of Schedule “A” to the Original Indenture;


 


(m)                               after
giving effect to the foregoing, by deleting the words “IPS” and “IPSs” in the
Original Indenture and replacing them with the words “Common Share” and “Common
Shares”, respectively;


 


(n)                                 by
deleting all references to an interest rate of 6.25% for the Initial Debentures
in the Original Indenture and replacing it with an interest rate of 6.50%; and


 


(o)                                 by
deleting the words “October 31, 2011” in the Original Indenture and
replacing them with the words “October 31, 2014”.


 


ARTICLE 4


ACCEPTANCE OF TRUSTS BY THE TRUSTEE


 


4.1                                                                               Acceptance of Trusts


 


The Trustee hereby accepts the trusts in this supplemental indenture
declared and provided and agrees to perform the same upon the terms and
conditions set forth herein and in the Original Indenture.


 


ARTICLE 5


GENERAL


 


5.1                                                                               No Further Amendment


 


The Original Indenture is amended as provided herein, and any changes
necessary to implement the amendments intended hereby are hereby made to any
other provisions of the Original Indenture where necessary, mutatis
mutandis.  Save as amended hereby, the
Original Indenture is unamended and in full force and effect, in accordance
with its terms.


 


4

















 


5.2                                                                               Enurement


 


Subject to the express terms of the Original Indenture, this
supplemental indenture shall be binding upon the parties hereto and their
respective successors and assigns and shall enure to the benefit of the parties
hereto and their respective successors and permitted assigns.


 


5.3                                                                               Governing Law


 


THIS INDENTURE AND THE SECURITIES SHALL BE GOVERNED BY, AND CONSTRUED
IN ACCORDANCE WITH, THE LAWS OF THE PROVINCE OF ONTARIO AND SHALL BE TREATED IN
ALL RESPECTS AS AN ONTARIO CONTRACT.


 


ARTICLE 6


EXECUTION


 


6.1                                                                               Execution


 


This supplemental indenture may be simultaneously executed in several
counterparts, each of which when so executed shall be deemed to be an original
and such counterparts together shall constitute one and the same instrument.


 


[Remainder of this page left
intentionally blank.]


 


5

















 


IN WITNESS whereof the parties hereto have executed these presents by
the hands of their proper officers.


 


 


	
   

  	
  ATLANTIC POWER CORPORATION, by its manager,
  ATLANTIC POWER MANAGEMENT, LLC

  
	
   

  	
   

  
	
   

  	
  Per:

  	
  /s/ Barry
  Welch

  
	
   

  	
   

  	
  Barry Welch

  
	
   

  	
   

  	
  President and Chief Executive Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  COMPUTERSHARE TRUST COMPANY OF CANADA  

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Per:

  	
  /s/
  Chris Nitsis

  
	
   

  	
   

  	
  Name: Chris Nitsis

  
	
   

  	
   

  	
  Title: Professional, Corporate Trust

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Per:

  	
  /s/
  David Ha

  
	
   

  	
   

  	
  Name: David Ha

  
	
   

  	
   

  	
  Title: Professional, Corporate Trust

  



 


6