Exhibit 10.4

 

MODIFICATION AND JOINDER AGREEMENT

 

This MODIFICATION AND JOINDER AGREEMENT (this “Agreement”), dated as of January 15, 2013, is entered into by and 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”), ATLANTIC POWER TRANSMISSION, a Delaware corporation (“APT” and together with APG and APC, each, individually, a “Borrower” and collectively, the “Borrowers”), RIDGELINE ENERGY LLC, a Delaware limited liability company (“Ridgeline Energy”), PAH RAH HOLDING COMPANY LLC, a Delaware limited liability company (“PRHC”), RIDGELINE EASTERN ENERGY LLC, a Delaware limited liability company (“Ridgeline Eastern Energy”), RIDGELINE ENERGY SOLAR LLC, a Delaware limited liability company (“Ridgeline Solar”, and, together with Ridgeline Energy, PRHC, and Ridgeline Eastern Energy, the “New Pledgors”), LEWIS RANCH WIND PROJECT LLC, HURRICANE WIND LLC, RIDGELINE POWER SERVICES LLC,  RIDGELINE ENERGY HOLDINGS, INC., RIDGELINE ALTERNATIVE ENERGY LLC, FRONTIER SOLAR LLC, PAH RAH PROJECT COMPANY LLC, MONTICELLO HILLS WIND LLC, DRY LOTS WIND LLC, SMOKEY AVENUE WIND LLC, SAUNDERS BROS. TRANSPORTATION CORPORATION, BRUCE HILL WIND LLC, SOUTH MOUNTAIN WIND LLC, GREAT BASIN SOLAR RANCH LLC, GOSHEN WIND HOLDINGS LLC, MEADOW CREEK HOLDINGS LLC, RIDGELINE HOLDINGS JUNIOR INC., ROCKLAND WIND RIDGELINE HOLDINGS LLC, MEADOW CREEK INTERMEDIATE HOLDINGS LLC (collectively, and together with the New Pledgors, the “New Guarantors”) and each of the other Subsidiaries party hereto in favor of BANK OF MONTREAL, as administrative agent (in such capacity, and together with any successor in such capacity, the “Administrative Agent”) for the benefit of the Lenders (as defined below) and such Lenders.  Capitalized terms used in this Agreement but not otherwise defined shall have the meanings ascribed to them in the Credit Agreement (as defined below).

 

RECITALS

 

A.                                    The Borrowers are parties to the Amended and Restated Credit Agreement, dated as of November 4, 2011, by and among the Borrowers, the lenders that are signatories thereto (the “Lenders”), and the Administrative Agent (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”).

 

B.                                    Atlantic Ridgeline Holdings, LLC (“Atlantic Ridgeline”) has been formed as a wholly-owned Subsidiary of APT and has acquired one hundred percent (100%) of the Capital Stock of Ridgeline Energy Holdings, Inc. and its subsidiaries, including the New Pledgors and the New Guarantors.

 

C.                                    Section 6.13 of the Credit Agreement requires, and (a) each of the New Guarantors desires to join as a “Guarantor” party to the US Guaranty (as defined in the Credit Agreement), and (b) each of the New Pledgors desires to grant a security interest and pledge its interests as indicated on Exhibit A attached hereto under the Pledge Agreement and Irrevocable Proxy, dated as of November 4, 2011, given by APC, APT and certain other “Pledgors” party thereto in favor of the Administrative Agent (as amended, supplemented, or otherwise modified

 











 

from time to time, the “2011 Pledge”) and to amend the 2011 Pledge to reflect such pledge pursuant to Exhibit A attached hereto.

 

D.                                    Each of the New Pledgors and the New Guarantors  expects to derive benefits from the transactions resulting in the creation of the Obligations.  The Administrative Agent and each Lender may rely conclusively on the continuing warranty, hereby made, that each such New Pledgor and New Guarantor  continues to be benefited by the Lenders’ extension of credit accommodations to the Borrowers.  Neither the Administrative Agent nor any Lender shall have any duty to inquire into or confirm the receipt of any such benefits, and this Agreement, the Guaranty, and the 2011 Pledge shall be effective and enforceable by the Administrative Agent for the benefit of the Lenders without regard to the receipt, nature, or value of any such benefits.

 

AGREEMENT

 

NOW THEREFORE, for and in consideration of the mutual covenants, conditions, stipulations, and agreements set forth herein and in the Credit Agreement and the other Loan Documents, and other valuable consideration, the receipt of which is hereby acknowledged, the undersigned hereby consents and agrees as follows:

 

Section 1.                               By this Agreement, each New Guarantor becomes a Guarantor for all purposes under the Credit Agreement and the US Guaranty.

 

Section 2.                               Each New Guarantor hereby agrees that, upon its execution hereof, it will become a Guarantor under the US Guaranty with respect to all Obligations (as defined in the Credit Agreement), and will be bound by all terms, conditions and duties applicable to a Guarantor under the US Guaranty and the other Loan Documents.  Without limitation of the foregoing, and in furtherance thereof, each New Guarantor unconditionally and irrevocably, guarantees the due and punctual payment and performance of all Obligations (on the same basis as the other Guarantors under the US Guaranty).  Each of the Borrowers and other Subsidiaries of the Borrowers party hereto represents and warrants that Exhibit B attached hereto sets for each of the Guarantors party to the US Guaranty immediately upon giving effect to this Agreement, and each such Person party to the US Guaranty hereby reaffirms its respective obligations under the US Guaranty.

 

Section 3.                               Each New Pledgor hereby consents and agrees that all of its Equity Interests as set forth on Attachments 1 and 2 to the 2011 Pledge, as modified and supplemented by this Agreement, constitute Collateral. Each New Pledgor and each other Subsidiary party hereto and party to a Pledge Agreement hereby reaffirms, regrants and repledges its grant of a pledge in all of its “Collateral” (as defined in such Pledge Agreement, in each case, as modified by the Agreement) under each such Pledge Agreement to which it is a party.

 

Section 4.                               Each New Guarantor hereby makes and undertakes, as the case may be, each covenant, representation and warranty made by, and as a Guarantor pursuant to the US Guaranty, in each case as of the date hereof (except to the extent any such representation or warranty relates solely to an earlier date in which case such representation and warranty shall be true and correct as of such earlier date), and agrees to be bound by all covenants, agreements and

 

2











 

obligations of a Guarantor pursuant to the US Guaranty and all other Loan Documents to which it is or becomes a party.

 

Section 5.                               This Agreement shall be binding upon the parties hereto and their respective successors and assigns and shall inure to the benefit of and be enforceable by each of the parties hereto and its successors and assigns, provided, however, that none of the New Pledgors, the New Guarantors nor any of the other Loan Parties party hereto may assign any of its rights, obligations or interest hereunder or under any other Loan Document to which it is a party without the prior written consent of the Lenders or as otherwise permitted by the Loan Documents.  THIS AGREEMENT SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK  WITHOUT GIVING EFFECT TO CONFLICT OF LAW PROVISIONS THEREOF.  This Agreement may be executed in any number of counterparts, each of which shall be an original, but all of which shall constitute one instrument.  In the event that any provision of this Agreement shall prove to be invalid or unenforceable, such provision shall be deemed to be severable from the other provisions of this Agreement, which shall remain binding on all parties hereto.

 

Section 6.                               From and after the execution and delivery hereof by the parties hereto, this Agreement shall constitute a “Loan Document” for all purposes of the Credit Agreement and the other Loan Documents.

 

Section 7.                               Each of the Administrative Agent, the Borrowers, the New Guarantors, the New Pledgors and the other Subsidiaries party hereto hereby agree that Attachments 1 and 2 of the 2011 Pledge are hereby supplemented as set forth on Exhibit A attached hereto.  After giving effect to the supplement, pledge and the joinder set forth in this Agreement, each of the schedules and exhibits to the respective Pledge Agreements is true, correct, and complete as of the date hereof.

 

Section 8.                               Waiver of Jury Trial.  EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT.

 

Section 9.                               Counterparts.  This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.

 

Section 10.                        Acknowledgements.  Each of the New Guarantors and the New Pledgors hereby acknowledges that (a) it has been advised by counsel in the negotiation, execution, and delivery of this Agreement, and (b) it shall rely entirely upon its own judgment with respect to its business, and any review, inspection, or supervision of, or information supplied to, it by the Administrative Agent or any Lender is for the protection of the Administrative Agent and the Lenders and neither the New Guarantors, the New Pledgors nor any third party is entitled to rely thereon.

 

[Remainder of page intentionally left blank]

 

3











 

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date first above written.

 

	
 
    	
 
    	
 
    
	
 
    	
ATLANTIC   AUBURNDALE, LLC
    
	
 
    	
ATLANTIC   IDAHO WIND C, LLC
    
	
 
    	
ATLANTIC   IDAHO WIND HOLDINGS, LLC
    
	
 
    	
ATLANTIC   OKLAHOMA WIND, LLC
    
	
 
    	
ATLANTIC   POWER CORPORATION
    
	
 
    	
ATLANTIC   POWER GENERATION, INC.
    
	
 
    	
ATLANTIC   POWER GP INC.
    
	
 
    	
ATLANTIC   POWER HOLDINGS, INC.
    
	
 
    	
ATLANTIC   POWER SERVICES CANADA GP INC.
    
	
 
    	
ATLANTIC   POWER SERVICES CANADA LP
    
	
 
    	
By:   Atlantic Power Services Canada GP Inc., its General Partner
    
	
 
    	
ATLANTIC   POWER TRANSMISSION, INC.
    
	
 
    	
ATLANTIC   RENEWABLES HOLDINGS, LLC
    
	
 
    	
ATLANTIC   ROCKLAND HOLDINGS, LLC
    
	
 
    	
ATLANTIC   RIDGELINE HOLDINGS, LLC
    
	
 
    	
AUBURNDALE   LP, LLC
    
	
 
    	
By:   Atlantic Auburndale, LLC, its Sole Member
    
	
 
    	
BAKER   LAKE HYDRO LLC
    
	
 
    	
DADE   INVESTMENT, L.P.
    
	
 
    	
By:   NCP Dade Power LLC, its General Partner
    
	
 
    	
HARBOR   CAPITAL HOLDINGS, LLC
    
	
 
    	
By:   Atlantic Power Holdings, Inc., its Sole Member
    
	
 
    	
LAKE   INVESTMENT, L.P.
    
	
 
    	
By:   NCP Lake Power LLC, its General Partner
    
	
 
    	
By: Teton East Coast Generation LLC, its Sole   Member
    
	
 
    	
NCP   DADE POWER LLC
    
	
 
    	
NCP   GEM LLC
    
	
 
    	
By:   Teton East Coast Generation LLC, its Sole Member
    
	
 
    	
NCP   LAKE POWER LLC
    
	
 
    	
By:   Teton East Coast Generation LLC, its Sole Member
    
	
 
    	
NCP PASCO LLC
    
	
 
    	
OLYMPIA HYDRO LLC
    
	
 
    	
TETON   EAST COAST GENERATION LLC
    
	
 
    	
TETON   NEW LAKE, LLC
    
	
 
    	
TETON   POWER FUNDING, LLC
    
	
 
    	
PAH   RAH HOLDING COMPANY LLC
    
	
 
    	
RIDGELINE   EASTERN ENERGY LLC
    
	
 
    	
RIDGELINE   ENERGY SOLAR LLC
    
	
 
    	
RIDGELINE   ENERGY HOLDINGS, INC.
    
	
 
    	
RIDGELINE   ENERGY LLC
    
	
 
    	
LEWIS   RANCH WIND PROJECT LLC
    
	
 
    	
HURRICANE   WIND LLC
    
	
 
    	
RIDGELINE   POWER SERVICES LLC
    
	
 
    	
RIDGELINE   ALTERNATIVE ENERGY LLC
    
	
 
    	
FRONTIER   SOLAR LLC
    
	
 
    	
PAH RAH   PROJECT COMPANY LLC
    
	
 
    	
MONTICELLO   HILLS WIND LLC
    


 

Signature Page to Modification and Joinder Agreement (Ridgeline Acquisition - 2013)

 











 

	
 
    	
DRY   LOTS WIND LLC
    
	
 
    	
SMOKEY   AVENUE WIND LLC
    
	
 
    	
SAUNDERS   BROS. TRANSPORTATION CORPORATION
    
	
 
    	
BRUCE   HILL WIND LLC
    
	
 
    	
SOUTH   MOUNTAIN WIND LLC
    
	
 
    	
GREAT   BASIN SOLAR RANCH LLC
    
	
 
    	
GOSHEN   WIND HOLDINGS LLC
    
	
 
    	
MEADOW   CREEK HOLDINGS LLC
    
	
 
    	
RIDGELINE   HOLDINGS JUNIOR INC.
    
	
 
    	
ROCKLAND   WIND RIDGELINE HOLDINGS LLC
    
	
 
    	
MEADOW   CREEK INTERMEDIATE HOLDINGS LLC
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   Barry E. Welch
    
	
 
    	
Name:
    	
Barry   E. Welch
    
	
 
    	
Title:
    	
Authorized   officer of each entity identified above
    


 

Signature Page to Modification and Joinder Agreement (Ridgeline Acquisition - 2013)

 











 

	
Acknowledged   and accepted:
    	
 
    
	
 
    	
 
    
	
BANK   OF MONTREAL
    	
 
    
	
as   Administrative Agent
    	
 
    
	
 
    	
 
    
	
By:
    	
/s/   Jeff Currie
    	
 
    
	
 
    	
Jeff Currie
    	
 
    
	
 
    	
Vice President
    	
 
    


 

Signature Page to Modification and Joinder Agreement (Ridgeline Acquisition - 2013)

 









 

EXHIBIT A TO
 JOINDER AGREEMENT

 

ATTACHMENT 1
 to
 Pledge Agreement

 

Item A.  Pledged Interests

 

	
 
    	
 
    	
Pledgor
    	
 
    	
Pledged Interest Issuer
    	
 
    	
Type of Interest
   Pledged
    	
 
    	
Percent of
   Pledged Interest
   Issuer that is
   owned and being
   pledged by
   Pledgor
    	
 
    	
Represented by
   Certificate No.
   (if applicable)
    
	
1.
    	
 
    	
Atlantic Idaho Wind C, LLC
    	
 
    	
RP Wind ID, LLC
    	
 
    	
Membership   Interests
    	
 
    	
99%
    	
 
    	
Uncertificated
    
	
2.
    	
 
    	
Atlantic Idaho Wind Holdings, LLC
    	
 
    	
Atlantic Idaho Wind A, LLC
    	
 
    	
Membership   Interests
    	
 
    	
100%
    	
 
    	
Uncertificated
    
	
3.
    	
 
    	
Atlantic Idaho Wind Holdings, LLC
    	
 
    	
Atlantic Idaho Wind C, LLC
    	
 
    	
Membership   Interests
    	
 
    	
100%
    	
 
    	
Uncertificated
    
	
4.
    	
 
    	
Atlantic Oklahoma Wind, LLC
    	
 
    	
Canadian Hills Holding Company, LLC
    	
 
    	
Membership   Interests
    	
 
    	
99%
    	
 
    	
Uncertificated
    
	
5.
    	
 
    	
Atlantic   Power Corporation
    	
 
    	
Atlantic Power Services Canada GP Inc.
    	
 
    	
Common   Shares
    	
 
    	
100%
    	
 
    	
2
    
	
6.
    	
 
    	
Atlantic   Power Corporation
    	
 
    	
Atlantic Power Services Canada LP
    	
 
    	
Limited   Partnership Units
    	
 
    	
100%
    	
 
    	
LP-1
    
	
7.
    	
 
    	
Atlantic   Power Corporation
    	
 
    	
Atlantic Power Transmission, Inc.
    	
 
    	
Preferred   Shares
    	
 
    	
100%
    	
 
    	
1-A
    
	
8.
    	
 
    	
Atlantic   Power Corporation
    	
 
    	
Atlantic Power Transmission, Inc.
    	
 
    	
Common   Shares
    	
 
    	
100%
    	
 
    	
1
    
	
9.
    	
 
    	
Atlantic   Power Corporation
    	
 
    	
Atlantic Power Limited Partnership
    	
 
    	
Limited   Partnership 
    	
 
    	
99.9961%
    	
 
    	
LP-2
    


 











 

	
 
    	
 
    	
Pledgor
    	
 
    	
Pledged Interest Issuer
    	
 
    	
Type of Interest
   Pledged
    	
 
    	
Percent of
   Pledged Interest
   Issuer that is
   owned and being
   pledged by
   Pledgor
    	
 
    	
Represented by
   Certificate No.
   (if applicable)
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
Units
    	
 
    	
 
    	
 
    	
 
    
	
10.
    	
 
    	
Atlantic   Power Corporation
    	
 
    	
Atlantic Power GP Inc.
    	
 
    	
Common   Shares
    	
 
    	
100%
    	
 
    	
2C
    
	
11.
    	
 
    	
Atlantic Power GP Inc.
    	
 
    	
Atlantic Power Limited Partnership
    	
 
    	
Limited   Partnership Units
    	
 
    	
0.0039%
    	
 
    	
LP-3
    
	
12.
    	
 
    	
Atlantic Power Generation, Inc.
    	
 
    	
Canadian Hills Wind, LLC
    	
 
    	
Class B   Membership Interests
    	
 
    	
16.39%
    	
 
    	
B-2
    
	
13.
    	
 
    	
Atlantic Power Holdings, Inc.
    	
 
    	
Atlantic Power Services, LLC
    	
 
    	
Membership   Interests
    	
 
    	
100%
    	
 
    	
Uncertificated
    
	
14.
    	
 
    	
Atlantic Power Holdings, Inc.
    	
 
    	
Harbor Capital Holdings, LLC
    	
 
    	
Membership   Interests
    	
 
    	
100%
    	
 
    	
Uncertificated
    
	
15.
    	
 
    	
Atlantic Power Services Canada GP Inc.
    	
 
    	
Atlantic Power Services Canada LP
    	
 
    	
General   Partnership Units
    	
 
    	
100%
    	
 
    	
GP-1
    
	
16.
    	
 
    	
Atlantic Power Transmission, Inc.
    	
 
    	
Atlantic Cadillac Holdings, LLC
    	
 
    	
Membership   Interests
    	
 
    	
100%
    	
 
    	
Uncertificated
    
	
17.
    	
 
    	
Atlantic Power Transmission, Inc.
    	
 
    	
Atlantic Idaho Wind Holdings, LLC
    	
 
    	
Membership   Interests
    	
 
    	
100%
    	
 
    	
Uncertificated
    
	
18.
    	
 
    	
Atlantic Power Transmission, Inc.
    	
 
    	
Atlantic Piedmont Holdings, LLC
    	
 
    	
Membership   Interests
    	
 
    	
100%
    	
 
    	
Uncertificated
    
	
19.
    	
 
    	
Atlantic Power Transmission, Inc.
    	
 
    	
Atlantic Oklahoma Wind, LLC
    	
 
    	
Membership   Interests
    	
 
    	
100%
    	
 
    	
Uncertificated
    
	
20.
    	
 
    	
Atlantic Power Transmission, Inc.
    	
 
    	
Atlantic Rockland Holdings, LLC
    	
 
    	
Membership   Interests
    	
 
    	
100%
    	
 
    	
Uncertificated
    
	
21.
    	
 
    	
Atlantic Power Transmission, Inc.
    	
 
    	
Atlantic Ridgeline Holdings, LLC
    	
 
    	
Membership   Interests
    	
 
    	
100%
    	
 
    	
Uncertificated
    
	
22.
    	
 
    	
Atlantic Renewables Holdings, LLC
    	
 
    	
AP   Onondaga, LLC
    	
 
    	
Membership   Interests
    	
 
    	
100%
    	
 
    	
Uncertificated
    


 

A-2











 

	
 
    	
 
    	
Pledgor
    	
 
    	
Pledged Interest Issuer
    	
 
    	
Type of Interest
   Pledged
    	
 
    	
Percent of
   Pledged Interest
   Issuer that is
   owned and being
   pledged by
   Pledgor
    	
 
    	
Represented by
   Certificate No.
   (if applicable)
    
	
23.
    	
 
    	
Baker Lake Hydro LLC
    	
 
    	
Concrete Hydro   Partners, L.P.
    	
 
    	
Limited Partnership Interests
    	
 
    	
99%
    	
 
    	
Uncertificated
    
	
24.
    	
 
    	
Harbor Capital Holdings, LLC
    	
 
    	
Atlantic Renewables Holdings, LLC
    	
 
    	
Membership   Interests
    	
 
    	
100%
    	
 
    	
Uncertificated
    
	
25.
    	
 
    	
Olympia Hydro LLC
    	
 
    	
Concrete Hydro   Partners, L.P.
    	
 
    	
General Partnership Interests
    	
 
    	
0.5%
    	
 
    	
Uncertificated
    
	
26.
    	
 
    	
Pah Rah Holding Company LLC
    	
 
    	
Pah Rah Project Company LLC
    	
 
    	
Membership   Interests
    	
 
    	
100%
    	
 
    	
Uncertificated
    
	
27.
    	
 
    	
Ridgeline Eastern Energy LLC
    	
 
    	
Monticello Hills Wind LLC
    	
 
    	
Membership   Interests
    	
 
    	
100%
    	
 
    	
Uncertificated
    
	
28.
    	
 
    	
Ridgeline Eastern Energy LLC
    	
 
    	
Dry Lots Wind LLC
    	
 
    	
Membership   Interests
    	
 
    	
100%
    	
 
    	
Uncertificated
    
	
29.
    	
 
    	
Ridgeline Eastern Energy LLC
    	
 
    	
Smokey   Avenue Wind LLC
    	
 
    	
Membership   Interests
    	
 
    	
100%
    	
 
    	
Uncertificated
    
	
30.
    	
 
    	
Ridgeline Eastern Energy LLC
    	
 
    	
Saunders Bros. Transportation Corporation
    	
 
    	
Common   Stock
    	
 
    	
100%
    	
 
    	
No. 1
    
	
31.
    	
 
    	
Ridgeline Eastern Energy LLC
    	
 
    	
Bruce Hill Wind LLC
    	
 
    	
Membership   Interests
    	
 
    	
100%
    	
 
    	
Uncertificated
    
	
32.
    	
 
    	
Ridgeline Eastern Energy LLC
    	
 
    	
South Mountain Wind LLC
    	
 
    	
Membership   Interests
    	
 
    	
100%
    	
 
    	
Uncertificated
    
	
33.
    	
 
    	
Ridgeline Energy LLC
    	
 
    	
Pah Rah Holding Company LLC
    	
 
    	
Membership   Interests
    	
 
    	
100%
    	
 
    	
Uncertificated
    
	
34.
    	
 
    	
Ridgeline Energy LLC
    	
 
    	
Lewis Ranch Wind Project LLC
    	
 
    	
Membership   Interests
    	
 
    	
100%
    	
 
    	
Uncertificated
    
	
35.
    	
 
    	
Ridgeline Energy LLC
    	
 
    	
Hurricane Wind LLC
    	
 
    	
Membership   Interests
    	
 
    	
100%
    	
 
    	
Uncertificated
    
	
36.
    	
 
    	
Ridgeline Energy LLC
    	
 
    	
Ridgeline Power Services LLC
    	
 
    	
Membership   Interests
    	
 
    	
100%
    	
 
    	
Uncertificated
    


 

A-3











 

	
 
    	
 
    	
Pledgor
    	
 
    	
Pledged Interest Issuer
    	
 
    	
Type of Interest
   Pledged
    	
 
    	
Percent of
   Pledged Interest
   Issuer that is
   owned and being
   pledged by
   Pledgor
    	
 
    	
Represented by
   Certificate No.
   (if applicable)
    
	
37.
    	
 
    	
Ridgeline Energy LLC
    	
 
    	
Ridgeline Eastern Energy LLC
    	
 
    	
Membership   Interests
    	
 
    	
100%
    	
 
    	
Uncertificated
    
	
38.
    	
 
    	
Ridgeline Energy LLC
    	
 
    	
Frontier Solar LLC
    	
 
    	
Membership   Interests
    	
 
    	
100%
    	
 
    	
Uncertificated
    
	
39.
    	
 
    	
Ridgeline Energy LLC
    	
 
    	
Ridgeline Energy Solar LLC
    	
 
    	
Membership   Interests
    	
 
    	
100%
    	
 
    	
Uncertificated
    
	
40.
    	
 
    	
Ridgeline Energy Solar LLC
    	
 
    	
Great Basin Solar Ranch LLC
    	
 
    	
Membership   Interests
    	
 
    	
100%
    	
 
    	
Uncertificated
    
	
41.
    	
 
    	
Teton Power Funding, LLC
    	
 
    	
Olympia Hydro LLC
    	
 
    	
Membership   Interests
    	
 
    	
100%
    	
 
    	
Uncertificated
    
	
42.
    	
 
    	
Teton Power Funding, LLC
    	
 
    	
Teton East Coast Generation LLC
    	
 
    	
Membership   Interests
    	
 
    	
100%
    	
 
    	
Uncertificated
    
	
43.
    	
 
    	
Teton Power Funding, LLC
    	
 
    	
Teton   Operating Services, LLC
    	
 
    	
Membership   Interests
    	
 
    	
100%
    	
 
    	
Uncertificated
    
	
44.
    	
 
    	
Teton Power Funding, LLC
    	
 
    	
Baker   Lake Hydro LLC
    	
 
    	
Membership   Interests
    	
 
    	
100%
    	
 
    	
Uncertificated
    
	
45.
    	
 
    	
Teton Power Funding, LLC
    	
 
    	
Orlando   Power Generation I LLC
    	
 
    	
Membership   Interests
    	
 
    	
100%
    	
 
    	
Uncertificated
    
	
46.
    	
 
    	
Teton Power Funding, LLC
    	
 
    	
Orlando   Power Generation II LLC
    	
 
    	
Membership   Interests
    	
 
    	
100%
    	
 
    	
Uncertificated
    


 

Item B.  Pledged Notes

 

None.

 

A-4




 






 

ATTACHMENT 2
 to
 Pledge Agreement

 

	
PLEDGOR:
    	
 
    	
ATLANTIC IDAHO WIND C, LLC
    
	
STATE   OF FORMATION:
    	
 
    	
Delaware
    
	
STATE   IDENTIFICATION NUMBER:
    	
 
    	
4840790
    
	
CHIEF   EXECUTIVE OFFICE:
    	
 
    	
One   Federal Street, 30th Floor
   Boston, MA 02110
    
	
 
    	
 
    	
 
    
	
PLEDGOR:
    	
 
    	
ATLANTIC IDAHO WIND HOLDINGS, LLC
    
	
STATE   OF FORMATION:
    	
 
    	
Delaware
    
	
STATE   IDENTIFICATION NUMBER:
    	
 
    	
4840757
    
	
CHIEF   EXECUTIVE OFFICE:
    	
 
    	
One   Federal Street, 30th Floor
   Boston, MA 02110
    
	
 
    	
 
    	
 
    
	
PLEDGOR:
    	
 
    	
ATLANTIC OKLAHOMA WIND, LLC
    
	
STATE   OF FORMATION:
    	
 
    	
Delaware
    
	
STATE   IDENTIFICATION NUMBER:
    	
 
    	
5102253
    
	
CHIEF   EXECUTIVE OFFICE:
    	
 
    	
One   Federal Street, 30th Floor
   Boston, MA 02110
    
	
 
    	
 
    	
 
    
	
PLEDGOR:
    	
 
    	
ATLANTIC POWER CORPORATION
    
	
PROVINCE   OF INCORPORATION:
    	
 
    	
British   Columbia
    
	
IDENTIFICATION   NUMBER:
    	
 
    	
CO729547
    
	
CHIEF   EXECUTIVE OFFICE:
    	
 
    	
One   Federal Street, 30th Floor
   Boston, MA 02110
    


 

A-5











 

	
PLEDGOR:
    	
 
    	
ATLANTIC POWER GP INC.
    
	
PROVINCE   OF INCORPORATION:
    	
 
    	
British   Columbia
    
	
IDENTIFICATION   NUMBER:
    	
 
    	
C0924851
    
	
CHIEF   EXECUTIVE OFFICE:
    	
 
    	
One   Federal Street, 30th Floor
   Boston, MA 02110
    
	
 
    	
 
    	
 
    
	
PLEDGOR:
    	
 
    	
ATLANTIC POWER GENERATION, INC.
    
	
STATE   OF FORMATION:
    	
 
    	
Delaware
    
	
STATE   IDENTIFICATION NUMBER:
    	
 
    	
4756289
    
	
CHIEF   EXECUTIVE OFFICE:
    	
 
    	
One   Federal Street, 30th Floor
   Boston, MA 02110
    
	
 
    	
 
    	
 
    
	
PLEDGOR:
    	
 
    	
ATLANTIC POWER HOLDINGS, INC.
    
	
STATE   OF INCORPORATION:
    	
 
    	
Delaware
    
	
STATE   IDENTIFICATION NUMBER:
    	
 
    	
3844647
    
	
CHIEF   EXECUTIVE OFFICE:
    	
 
    	
One   Federal Street, 30th Floor
   Boston, MA 02110
    
	
 
    	
 
    	
 
    
	
PLEDGOR:
    	
 
    	
ATLANTIC POWER SERVICES CANADA GP INC.
    
	
PROVINCE   OF INCORPORATION:
    	
 
    	
British   Columbia
    
	
STATE   IDENTIFICATION NUMBER:
    	
 
    	
BC0916552
    
	
CHIEF   EXECUTIVE OFFICE:
    	
 
    	
One   Federal Street, 30th Floor
   Boston, MA 02110
    


 

A-6











 

	
PLEDGOR:
    	
 
    	
ATLANTIC POWER TRANSMISSION, INC.
    
	
STATE   OF INCORPORATION:
    	
 
    	
Delaware
    
	
STATE   IDENTIFICATION NUMBER:
    	
 
    	
4756295
    
	
CHIEF   EXECUTIVE OFFICE:
    	
 
    	
One   Federal Street, 30th Floor
   Boston, MA 02110
    
	
 
    	
 
    	
 
    
	
PLEDGOR:
    	
 
    	
ATLANTIC RENEWABLES HOLDINGS, LLC
    
	
STATE   OF FORMATION:
    	
 
    	
Delaware
    
	
STATE   IDENTIFICATION NUMBER:
    	
 
    	
4670242
    
	
CHIEF   EXECUTIVE OFFICE:
    	
 
    	
One   Federal Street, 30th Floor
   Boston, MA 02110
    
	
 
    	
 
    	
 
    
	
PLEDGOR:
    	
 
    	
BAKER LAKE HYDRO, LLC
    
	
STATE   OF FORMATION:
    	
 
    	
Delaware
    
	
STATE   IDENTIFICATION NUMBER:
    	
 
    	
2214188
    
	
CHIEF   EXECUTIVE OFFICE:
    	
 
    	
20   West 9th Street Kansas City, MO 64105
    
	
 
    	
 
    	
 
    
	
PLEDGOR:
    	
 
    	
HARBOR CAPITAL HOLDINGS, LLC
    
	
STATE   OF FORMATION:
    	
 
    	
Delaware
    
	
STATE   IDENTIFICATION NUMBER:
    	
 
    	
4000335
    
	
CHIEF   EXECUTIVE OFFICE:
    	
 
    	
One   Federal Street, 30th Floor
   Boston, MA 02110
    


 

A-7











 

	
PLEDGOR:
    	
 
    	
OLYMPIA HYDRO, LLC
    
	
STATE   OF FORMATION:
    	
 
    	
Delaware
    
	
STATE   IDENTIFICATION NUMBER:
    	
 
    	
2214190
    
	
CHIEF   EXECUTIVE OFFICE:
    	
 
    	
One   Federal Street, 30th Floor
   Boston, MA 02110
    
	
 
    	
 
    	
 
    
	
PLEDGOR:
    	
 
    	
PAH RAH HOLDING COMPANY LLC
    
	
STATE   OF FORMATION:
    	
 
    	
Delaware
    
	
STATE   IDENTIFICATION NUMBER:
    	
 
    	
4803010
    
	
CHIEF   EXECUTIVE OFFICE:
    	
 
    	
One   Federal Street, 30th Floor
   Boston, MA 02110
    
	
 
    	
 
    	
 
    
	
PLEDGOR:
    	
 
    	
RIDGELINE EASTERN ENERGY LLC
    
	
STATE   OF FORMATION:
    	
 
    	
Delaware
    
	
STATE   IDENTIFICATION NUMBER:
    	
 
    	
4848046
    
	
CHIEF   EXECUTIVE OFFICE:
    	
 
    	
One   Federal Street, 30th Floor
   Boston, MA 02110
    
	
 
    	
 
    	
 
    
	
PLEDGOR:
    	
 
    	
RIDGELINE ENERGY SOLAR LLC
    
	
STATE   OF FORMATION:
    	
 
    	
Delaware
    
	
STATE   IDENTIFICATION NUMBER:
    	
 
    	
5080169
    
	
CHIEF   EXECUTIVE OFFICE:
    	
 
    	
One   Federal Street, 30th Floor
   Boston, MA 02110
    
	
 
    	
 
    	
 
    
	
PLEDGOR:
    	
 
    	
RIDGELINE ENERGY LLC
    
	
STATE   OF FORMATION:
    	
 
    	
Delaware
    
	
STATE   IDENTIFICATION NUMBER:
    	
 
    	
4602137
    


 

A-8











 

	
CHIEF   EXECUTIVE OFFICE:
    	
 
    	
One   Federal Street, 30th Floor
   Boston, MA 02110
    
	
 
    	
 
    	
 
    
	
PLEDGOR:
    	
 
    	
TETON EAST COAST GENERATION, LLC
    
	
STATE   OF FORMATION:
    	
 
    	
Delaware
    
	
STATE   IDENTIFICATION NUMBER:
    	
 
    	
2219848
    
	
CHIEF   EXECUTIVE OFFICE:
    	
 
    	
One   Federal Street, 30th Floor
   Boston, MA 02110
    
	
 
    	
 
    	
 
    
	
PLEDGOR:
    	
 
    	
TETON POWER FUNDING, LLC
    
	
STATE   OF FORMATION:
    	
 
    	
Delaware
    
	
STATE   IDENTIFICATION NUMBER:
    	
 
    	
3721785
    
	
CHIEF   EXECUTIVE OFFICE:
    	
 
    	
One   Federal Street, 30th Floor
   Boston, MA 02110
    


 

A-9











 

EXHIBIT B TO
 JOINDER AGREEMENT

 

Guarantors*

 

	
 
    	
1.
    	
 
    	
Atlantic   Power Limited Partnership **
    
	
 
    	
2.
    	
 
    	
Atlantic   Power GP Inc. **
    
	
 
    	
3.
    	
 
    	
Atlantic   Power (US) GP **
    
	
 
    	
4.
    	
 
    	
Atlantic   Oklahoma Wind LLC
    
	
 
    	
5.
    	
 
    	
Atlantic   Power Corporation
    
	
 
    	
6.
    	
 
    	
Atlantic   Power Generation, Inc.
    
	
 
    	
7.
    	
 
    	
Atlantic   Power Transmission, Inc.
    
	
 
    	
8.
    	
 
    	
Atlantic   Power Holdings, Inc.
    
	
 
    	
9.
    	
 
    	
Atlantic   Power Services Canada GP Inc.
    
	
 
    	
10.
    	
 
    	
Atlantic   Power Services Canada LP
    
	
 
    	
11.
    	
 
    	
Atlantic   Power Services, LLC
    
	
 
    	
12.
    	
 
    	
Atlantic   Rockland Holdings, LLC
    
	
 
    	
13.
    	
 
    	
Teton   Power Funding, LLC
    
	
 
    	
14.
    	
 
    	
Harbor   Capital Holdings, LLC
    
	
 
    	
15.
    	
 
    	
Epsilon   Power Funding, LLC
    
	
 
    	
16.
    	
 
    	
Atlantic   Auburndale, LLC *
    
	
 
    	
17.
    	
 
    	
Auburndale   LP, LLC *
    
	
 
    	
18.
    	
 
    	
Auburndale   GP, LLC *
    
	
 
    	
19.
    	
 
    	
Atlantic   Cadillac Holdings, LLC
    
	
 
    	
20.
    	
 
    	
Atlantic   Idaho Wind Holdings, LLC
    
	
 
    	
21.
    	
 
    	
Atlantic   Idaho Wind C, LLC
    
	
 
    	
22.
    	
 
    	
Baker   Lake Hydro, LLC
    
	
 
    	
23.
    	
 
    	
Olympia   Hydro, LLC
    
	
 
    	
24.
    	
 
    	
Teton   East Coast Generation, LLC
    
	
 
    	
25.
    	
 
    	
NCP   Gem, LLC *
    
	
 
    	
26.
    	
 
    	
NCP   Lake Power, LLC *
    
	
 
    	
27.
    	
 
    	
Lake   Investment, LP *
    
	
 
    	
28.
    	
 
    	
Teton   New Lake, LLC *
    
	
 
    	
29.
    	
 
    	
Lake   Cogen Ltd. *
    
	
 
    	
30.
    	
 
    	
Atlantic   Renewables Holdings, LLC
    
	
 
    	
31.
    	
 
    	
Orlando   Power Generation I, LLC
    
	
 
    	
32.
    	
 
    	
Orlando   Power Generation II, LLC
    
	
 
    	
33.
    	
 
    	
NCP   Dade Power, LLC *
    
	
 
    	
34.
    	
 
    	
NCP   Pasco LLC *
    
	
 
    	
35.
    	
 
    	
Dade   Investment, LP *
    
	
 
    	
36.
    	
 
    	
Pasco   Cogen, Ltd. *
    
	
 
    	
37.
    	
 
    	
Atlantic   Piedmont Holdings LLC
    
	
 
    	
38.
    	
 
    	
Teton   Selkirk, LLC
    
	
 
    	
39.
    	
 
    	
Teton   Operating Services, LLC
    
	
 
    	
40.
    	
 
    	
Atlantic   Ridgeline Holdings, LLC
    
	
 
    	
41.
    	
 
    	
Ridgeline   Energy Holdings, Inc.
    


 











 

	
 
    	
42.
    	
 
    	
Ridgeline   Energy LLC
    
	
 
    	
43.
    	
 
    	
Pah   Rah Holding Company LLC
    
	
 
    	
44.
    	
 
    	
Lewis   Ranch Wind Project LLC
    
	
 
    	
45.
    	
 
    	
Hurricane   Wind LLC
    
	
 
    	
46.
    	
 
    	
Ridgeline   Power Services LLC
    
	
 
    	
47.
    	
 
    	
Ridgeline   Eastern Energy LLC
    
	
 
    	
48.
    	
 
    	
Ridgeline   Alternative Energy LLC
    
	
 
    	
49.
    	
 
    	
Frontier   Solar LLC
    
	
 
    	
50.
    	
 
    	
Ridgeline   Energy Solar LLC
    
	
 
    	
51.
    	
 
    	
Pah   Rah Project Company LLC
    
	
 
    	
52.
    	
 
    	
Monticello   Hills Wind LLC
    
	
 
    	
53.
    	
 
    	
Dry   Lots Wind LLC
    
	
 
    	
54.
    	
 
    	
Smokey   Avenue Wind LLC
    
	
 
    	
55.
    	
 
    	
Saunders   Bros. Transportation Corporation
    
	
 
    	
56.
    	
 
    	
Bruce   Hill Wind LLC
    
	
 
    	
57.
    	
 
    	
South   Mountain Wind LLC
    
	
 
    	
58.
    	
 
    	
Great   Basin Solar Ranch LLC
    
	
 
    	
59.
    	
 
    	
Goshen   Wind Holdings LLC
    
	
 
    	
60.
    	
 
    	
Meadow   Creek Holdings LLC
    
	
 
    	
61.
    	
 
    	
Ridgeline   Holdings Junior Inc.
    
	
 
    	
62.
    	
 
    	
Rockland   Wind Ridgeline Holdings LLC
    
	
 
    	
63.
    	
 
    	
Meadow   Creek Intermediate Holdings LLC
    


 




* Includes Florida Project Guarantors whose release will occur on closing of pending Florida Project Sale

** Changes in name from prior version of Schedule

 

B-2